REQUEST FOR PROPOSALS RFP # 5 · 2008-03-11 · on the services are provided in the Terms of...

REQUEST FOR PROPOSALS RFP # 5

Country: Republic of Moldova

Project Name: Road Sector Program Support Project

Credit Number: 4283-MD (IDA), 37671 (EBRD), 2006 0485 (EIB)

Title of Consulting Services: Construction Supervision of Road Rehabilitation Works

Section 1. Letter of Invitation 2

Section 1. Letter of Invitation

Invitation N°1; Loan N° 4283-MD (IDA), 37671 (EBRD), 2006 0485 (EIB) Chisinau February 15, 2008

[insert: Name and Address of Consultant]

Dear Mr./Ms.: 1. The Republic of Moldova (hereinafter called “Borrower”) has received a credit in the amount of US$ 16 million equivalent from the International Development Association (IDA), a loan in the amount of EUR 30 million from European Bank for Reconstruction and Development and a credit in the amount of EUR 30 million from European Investment Bank towards the cost of the Moldova Road Sector Program Support Project. The Borrower intends to apply a portion of the funds to eligible payments under the contract for which this Request for Proposals is issued. 2. The S.E. State Road Administration now invites proposals to provide the following consulting services: Construction Supervision of the Road Rehabilitation Works. More details on the services are provided in the Terms of Reference. 3. This Request for Proposal (RFP) has been addressed to the following shortlisted Consultants: 1. Kocks Consult GmbH, FINNROAD, Universinj SRL; 2. Poyry Infra Gmbh; 3. Louis Berger SAS; 4. BCEOM Societe Francaise D’Ingenierie; 5. SARI International, Bonifica SpA and Renardet SA. It is not permissible to transfer this invitation to any other firm. 4. A firm will be selected under QCBS and procedures described in this RFP, in accordance with the policies of the International Development Association (IDA) detailed in the Guidelines - Selection and Employment of Consultants by World Bank Borrowers which can be found at the following website: www.worldbank.org/procure. 5. The RFP includes the following documents:

Section 1 - Letter of Invitation Section 2 - Instructions to Consultants (including Data Sheet) Section 3 - Technical Proposal - Standard Forms Section 4 - Financial Proposal - Standard Forms Section 5 - Terms of Reference Section 6 - Standard Forms of Contract

Section 1. Letter of Invitation 3

6. Please inform us in writing at the following address MD-2004, Bucuriei str. 12 A, Chisinau, Republic of Moldova, upon receipt: (a) that you received the Letter of Invitation; and (b) whether you will submit a proposal alone or in association. Yours sincerely,

Vitalie Panurco

Chief-Manager

Section 2. Instructions to Consultants. 4

Section 2. Instructions to Consultants

Definitions (a) “Bank” means the International Bank for Reconstruction and

Development, Washington, D.C., U.S.A., or the International Development Association, Washington, D.C., U.S.A.; “EBRD” means European Bank for Reconstruction and Development; and “EIB” means European Investment Bank;

(b) “Client” means the agency with which the selected Consultant signs the Contract for the Services.

(c) “Consultant” means any entity or person that may provide or provides the Services to the Client under the Contract.

(d) “Contract” means the Contract signed by the Parties and all the attached documents listed in its Clause 1, that is the General Conditions (GC), the Special Conditions (SC), and the Appendices.

(e) “Data Sheet” means such part of the Instructions to Consultants used to reflect specific country and assignment conditions.

(f) “Day” means calendar day.

(g) “Government” means the government of the Client’s country.

(h) “Instructions to Consultants” (Section 2 of the RFP) means the document which provides shortlisted Consultants with all information needed to prepare their Proposals.

(i) “LOI” (Section 1 of the RFP) means the Letter of Invitation being sent by the Client to the shortlisted Consultants.

(j) “Personnel” means professionals and support staff provided by the Consultant or by any Sub-Consultant and assigned to perform the Services or any part thereof; “Foreign Personnel” means such professionals and support staff who at the time of being so provided had their domicile outside the Government’s country; “Local Personnel” means such professionals and support staff who at the time of being so provided had their domicile inside the Government’s country.

(k) “Proposal” means the Technical Proposal and the Financial Proposal.

(l) “RFP” means the Request For Proposal to be prepared by the Client for the selection of Consultants, based on the SRFP.

(m) “SRFP” means the Standard Request for Proposals, which must be used by the Client as a guide for the preparation of the RFP.

(n) “Services” means the work to be performed by the Consultant pursuant to the Contract.

(o) “Sub-Consultant” means any person or entity with whom the Consultant subcontracts any part of the Services.


(p) “Terms of Reference” (TOR) means the document included in the RFP as Section 5 which explains the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the Client and the Consultant, and expected results and deliverables of the assignment.

1. Introduction 1.1 The Client named in the Data Sheet will select a consulting firm/organization (the Consultant) from those listed in the Letter of Invitation, in accordance with the method of selection specified in the Data Sheet.

1.2 The shortlisted Consultants are invited to submit a Technical Proposal and a Financial Proposal, or a Technical Proposal only, as specified in the Data Sheet, for consulting services required for the assignment named in the Data Sheet. The Proposal will be the basis for contract negotiations and ultimately for a signed Contract with the selected Consultant.

1.3 Consultants should familiarize themselves with local conditions and take them into account in preparing their Proposals. To obtain first-hand information on the assignment and local conditions, Consultants are encouraged to visit the Client before submitting a proposal and to attend a pre-proposal conference if one is specified in the Data Sheet. Attending the pre-proposal conference is optional. Consultants should contact the Client’s representative named in the Data Sheet to arrange for their visit or to obtain additional information on the pre-proposal conference. Consultants should ensure that these officials are advised of the visit in adequate time to allow them to make appropriate arrangements.

1.4 The Client will timely provide at no cost to the Consultants the inputs and facilities specified in the Data Sheet, assist the firm in obtaining licenses and permits needed to carry out the services, and make available relevant project data and reports.

1.5 Consultants shall bear all costs associated with the preparation and submission of their proposals and contract negotiation. The Client is not bound to accept any proposal, and reserves the right to annul the selection process at any time prior to Contract award, without thereby incurring any liability to the Consultants.

Conflict of Interest

1.6 Bank policy requires that Consultants provide professional, objective, and impartial advice and at all times hold the Client’s interests paramount, strictly avoid conflicts with other assignments or their own corporate interests and act without any consideration for future work.

1.6.1 Without limitation on the generality of the foregoing, Consultants, and any of their affiliates, shall be considered to have a conflict of interest and shall not be recruited, under any of the circumstances set forth below:

Conflicting activities

(i) A firm that has been engaged by the Client to provide goods, works or services other than consulting services for a project, and any of its affiliates, shall be disqualified from providing consulting services related to those goods, works or services. Conversely, a firm hired to


provide consulting services for the preparation or implementation of a project, and any of its affiliates, shall be disqualified from subsequently providing goods or works or services other than consulting services resulting from or directly related to the firm’s consulting services for such preparation or implementation. For the purpose of this paragraph, services other than consulting services are defined as those leading to a measurable physical output, for example surveys, exploratory drilling, aerial photography, and satellite imagery.

Conflicting assignments

(ii) A Consultant (including its Personnel and Sub-Consultants) or any of its affiliates shall not be hired for any assignment that, by its nature, may be in conflict with another assignment of the Consultant to be executed for the same or for another Client. For example, a Consultant hired to prepare engineering design for an infrastructure project shall not be engaged to prepare an independent environmental assessment for the same project, and a Consultant assisting a Client in the privatization of public assets shall not purchase, nor advise purchasers of, such assets. Similarly, a Consultant hired to prepare Terms of Reference for an assignment should not be hired for the assignment in question.

Conflicting relationships

(iii) A Consultant (including its Personnel and Sub-Consultants) that has a business or family relationship with a member of the Client’s staff who is directly or indirectly involved in any part of (i) the preparation of the Terms of Reference of the assignment, (ii) the selection process for such assignment, or (iii) supervision of the Contract, may not be awarded a Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to the Bank throughout the selection process and the execution of the Contract.

1.6.2 Consultants have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of their Client, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Consultant or the termination of its Contract.

1.6.3 No agency or current employees of the Client shall work as Consultants under their own ministries, departments or agencies. Recruiting former government employees of the Client to work for their former ministries, departments or agencies is acceptable provided no conflict of interest exists. When the Consultant nominates any government employee as Personnel in their technical proposal, such Personnel must have written certification from their government or employer confirming that they are on leave without pay from their official position and allowed to work full-time outside of their previous official position. Such certification shall be provided to the Client by the Consultant as part of his technical proposal.

Unfair Advantage 1.6.4 If a shortlisted Consultant could derive a competitive advantage from having provided consulting services related to the assignment in question, the Client shall make available to all shortlisted Consultants together with this RFP all information that would in that respect give such Consultant any competitive advantage over competing


Consultants.

Fraud and Corruption

1.7 The Bank requires that all Borrowers (including beneficiaries of Bank loans), as well as Consultants participating in Bank-financed projects adhere to the highest ethical standards, both during the selection process and throughout the execution of a contract. In pursuance of this policy, the Bank:

(a) defines, for the purpose of this paragraph, the terms set forth below as follows:

(i) “corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the action of a public official in the selection process or in contract execution;

(ii) “fraudulent practice” means a misrepresen-tation or omission of facts in order to influence a selection process or the execution of a contract;

(iii) “collusive practices” means a scheme or arrangement between two or more consultants with or without the knowledge of the Borrower, designed to establish prices at artificial, noncompetitive levels;

(iv) “coercive practices” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in a procurement process, or affect the execution of a contract.

(b) will reject a proposal for award if it determines that the Consultant recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for the contract in question;

(c) will cancel the portion of the loan allocated to a contract if it determines at any time that representatives of the Borrower or of a beneficiary of the loan were engaged in corrupt, fraudulent, collusive or coercive practices during the selection process or the execution of the contract, without the Borrower having taken timely and appropriate action satisfactory to the Bank to remedy the situation.

(d) will sanction a Consultant, including declaring the Consultant ineligible, either indefinitely or for a stated period of time, to be awarded a Bank-financed contract if at any time determines that the Consultant has, directly of through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for, or in executing, a Bank-financed contract; and

(e) will have the right to require that, in contracts financed by the Bank, a provision be included requiring Consultants to permit the Bank to inspect their accounts and records and other documents relating to the submission of proposals and contract performance, and have them audited by auditors appointed by the Bank.

1.8 Consultants, their Sub-Consultants, and their associates shall not be under a declaration of ineligibility for corrupt and fraudulent


practices issued by the Bank in accordance with the above para. 1.7. Furthermore, the Consultants shall be aware of the provisions on fraud and corruption stated in the specific clauses in the General Conditions of Contract.

1.9 Consultants shall furnish information on commissions and gratuities, if any, paid or to be paid to agents relating to this proposal and during execution of the assignment if the Consultant is awarded the Contract, as requested in the Financial Proposal submission form (Section 4).

Origin of Goods and Consulting Services

1.10 Goods supplied and Consulting Services provided under the Contract may originate from any country except if:

(i) as a matter of law or official regulation, the Borrower’s country prohibits commercial relations with that country; or

(ii) by an act of compliance with a decision of the United nations Security Council taken under Chapter VII of the Charter of the United Nations, the Borrower’s Country prohibits any imports of goods from that country or any payments to persons or entities in that country.

Only one Proposal

1.11 Shortlisted Consultants may only submit one proposal. If a Consultant submits or participates in more than one proposal, such proposals shall be disqualified. However, this does not limit the participation of the same Sub-Consultant, including individual experts, to more than one proposal.

Proposal Validity

1.12 The Data Sheet indicates how long Consultants’ Proposals must remain valid after the submission date. During this period, Consultants shall maintain the availability of Professional staff nominated in the Proposal. The Client will make its best effort to complete negotiations within this period. Should the need arise, however, the Client may request Consultants to extend the validity period of their proposals. Consultants who agree to such extension shall confirm that they maintain the availability of the Professional staff nominated in the Proposal, or in their confirmation of extension of validity of the Proposal, Consultants could submit new staff in replacement, who would be considered in the final evaluation for contract award. Consultants who do not agree have the right to refuse to extend the validity of their Proposals.

Eligibility of Sub-Consultants

1.13 In case a shortlisted Consultant intends to associate with Consultants who have not been shortlisted and/or individual expert(s), such other Consultants and/or individual expert(s) shall be subject to the eligibility criteria set forth in the Guidelines.

2. Clarification and Amendment of RFP Documents

2.1 Consultants may request a clarification of any of the RFP documents up to the number of days indicated in the Data Sheet before the proposal submission date. Any request for clarification must be sent in writing, or by standard electronic means to the Client’s address indicated in the Data Sheet. The Client will respond in writing, or by standard electronic means and will send written copies of the response (including an explanation of the query but without identifying the source of inquiry) to all Consultants. Should the Client deem it necessary to amend the RFP as a result of a clarification, it shall do so


following the procedure under para. 2.2.

2.2 At any time before the submission of Proposals, the Client may amend the RFP by issuing an addendum in writing or by standard electronic means. The addendum shall be sent to all Consultants and will be binding on them. Consultants shall acknowledge receipt of all amendments. To give Consultants reasonable time in which to take an amendment into account in their Proposals the Client may, if the amendment is substantial, extend the deadline for the submission of Proposals.

3. Preparation of Proposals

3.1 The Proposal (see para. 1.2), as well as all related correspondence exchanged by the Consultants and the Client, shall be written in the language (s) specified in the Data Sheet.

3.2 In preparing their Proposal, Consultants are expected to examine in detail the documents comprising the RFP. Material deficiencies in providing the information requested may result in rejection of a Proposal.

3.3 While preparing the Technical Proposal, Consultants must give particular attention to the following:

(a) If a shortlisted Consultant considers that it may enhance its expertise for the assignment by associating with other Consultants in a joint venture or sub-consultancy, it may associate with either (a) non-shortlisted Consultant(s), or (b) shortlisted Consultants if so indicated in the Data Sheet. A shortlisted Consultant must first obtain the approval of the Client if it wishes to enter into a joint venture with non-shortlisted or shortlisted Consultant(s). In case of association with non-shortlisted Consultant(s), the shortlisted Consultant shall act as association leader. In case of a joint venture, all partners shall be jointly and severally liable and shall indicate who will act as the leader of the joint venture.

(b) The estimated number of Professional staff-months or the budget for executing the assignment shall be shown in the Data Sheet, but not both. However, the Proposal shall be based on the number of Professional staff-months or budget estimated by the Consultants.

For fixed-budget-based assignments, the available budget is given in the Data Sheet, and the Financial Proposal shall not exceed this budget, while the estimated number of Professional staff-months shall not be disclosed.

(c) Alternative professional staff shall not be proposed, and only one curriculum vitae (CV) may be submitted for each position.

Language (d) Documents to be issued by the Consultants as part of this assignment must be in the language(s) specified in the Reference Paragraph 3.1 of the Data Sheet. If Reference Paragraph 3.1 indicates two languages, the language in which the proposal of the successful Consultant will be submitted shall govern for the purpose of interpretation. It is desirable that the firm’s Personnel have a working knowledge of the Client’s national language.


Technical Proposal Format and Content

3.4 Depending on the nature of the assignment, Consultants are required to submit a Full Technical Proposal (FTP), or a Simplified Technical Proposal (STP). The Data Sheet indicates the format of the Technical Proposal to be submitted. Submission of the wrong type of Technical Proposal will result in the Proposal being deemed non-responsive. The Technical Proposal shall provide the information indicated in the following paras from (a) to (g) using the attached Standard Forms (Section 3). Paragraph (c) (ii) indicates the recommended number of pages for the description of the approach, methodology and work plan of the STP. A page is considered to be one printed side of A4 or letter size paper.

(a) (i) For the FTP only: a brief description of the Consultants’ organization and an outline of recent experience of the Consultants and, in the case of joint venture, for each partner, on assignments of a similar nature is required in Form TECH-2 of Section 3. For each assignment, the outline should indicate the names of Sub-Consultants/ Professional staff who participated, duration of the assignment, contract amount, and Consultant’s involvement. Information should be provided only for those assignments for which the Consultant was legally contracted by the Client as a corporation or as one of the major firms within a joint venture. Assignments completed by individual Professional staff working privately or through other consulting firms cannot be claimed as the experience of the Consultant, or that of the Consultant’s associates, but can be claimed by the Professional staff themselves in their CVs. Consultants should be prepared to substantiate the claimed experience if so requested by the Client.

(ii) For the STP the above information is not required and Form TECH-2 of Section 3 shall not be used.

(b) (i) For the FTP only: comments and suggestions on the Terms of Reference including workable suggestions that could improve the quality/ effectiveness of the assignment; and on requirements for counterpart staff and facilities including: administrative support, office space, local transportation, equipment, data, etc. to be provided by the Client (Form TECH-3 of Section 3).

(ii) For the STP Form TECH-3 of Section 3 shall not be used; the above comments and suggestions, if any, should be incorporated into the description of the approach and methodology (refer to following sub-para. 3.4 (c) (ii)).

(c) (i) For the FTP, and STP: a description of the approach, methodology and work plan for performing the assignment covering the following subjects: technical approach and methodology, work plan, and organization and staffing schedule. Guidance on the content of this section of the Technical Proposals is provided under Form TECH-4 of Section 3. The work plan should be consistent with the Work Schedule (Form TECH-8 of Section 3) which will show in the form of a bar chart the timing proposed for each activity.

(ii) For the STP only: the description of the approach, methodology and work plan should normally consist of 10 pages,


including charts, diagrams, and comments and suggestions, if any, on Terms of Reference and counterpart staff and facilities.

(d) The list of the proposed Professional staff team by area of expertise, the position that would be assigned to each staff team member, and their tasks (Form TECH-5 of Section 3).

(e) Estimates of the staff input (staff-months of foreign and local professionals) needed to carry out the assignment (Form TECH-7 of Section 3). The staff-months input should be indicated separately for home office and field activities, and for foreign and local Professional staff.

(f) CVs of the Professional staff signed by the staff themselves or by the authorized representative of the Professional Staff (Form TECH-6 of Section 3).

(g) For the FTP only: a detailed description of the proposed methodology and staffing for training, if the Data Sheet specifies training as a specific component of the assignment.

3.5 The Technical Proposal shall not include any financial information. A Technical Proposal containing financial information may be declared non responsive.

Financial Proposals

3.6 The Financial Proposal shall be prepared using the attached Standard Forms (Section 4). It shall list all costs associated with the assignment, including (a) remuneration for staff (foreign and local, in the field and at the Consultants’ home office), and (b) reimbursable expenses indicated in the Data Sheet. If appropriate, these costs should be broken down by activity and, if appropriate, into foreign and local expenditures. All activities and items described in the Technical Proposal must be priced separately; activities and items described in the Technical Proposal but not priced, shall be assumed to be included in the prices of other activities or items.

Taxes 3.7 The Consultant may be subject to local taxes (such as: value added or sales tax, social charges or income taxes on non resident Foreign Personnel, duties, fees, levies) on amounts payable by the Client under the Contract. The Client will state in the Data Sheet if the Consultant is subject to payment of any local taxes. Any such amounts shall not be included in the Financial Proposal as they will not be evaluated, but they will be discussed at contract negotiations, and applicable amounts will be included in the Contract.

3.8 Consultants may express the price of their services in a maximum of three freely convertible currencies, singly or in combination. The Client may require Consultants to state the portion of their price representing local cost in the national currency if so indicated in the Data Sheet.

3.9 Commissions and gratuities, if any, paid or to be paid by Consultants and related to the assignment will be listed in the Financial Proposal Form FIN-1 of Section 4.

4. Submission, 4.1 The original proposal (Technical Proposal and, if required,


Receipt, and Opening of Proposals

Financial Proposal; see para. 1.2) shall contain no interlineations or overwriting, except as necessary to correct errors made by the Consultants themselves. The person who signed the proposal must initial such corrections. Submission letters for both Technical and Financial Proposals should respectively be in the format of TECH-1 of Section 3, and FIN-1 of Section 4.

4.2 An authorized representative of the Consultants shall initial all pages of the original Technical and Financial Proposals. The authorization shall be in the form of a written power of attorney accompanying the Proposal or in any other form demonstrating that the representative has been dully authorized to sign. The signed Technical and Financial Proposals shall be marked “ORIGINAL”.

4.3 The Technical Proposal shall be marked “ORIGINAL” or “COPY” as appropriate. The Technical Proposals shall be sent to the addresses referred to in para. 4.5 and in the number of copies indicated in the Data Sheet. All required copies of the Technical Proposal are to be made from the original. If there are discrepancies between the original and the copies of the Technical Proposal, the original governs.

4.4 The original and all copies of the Technical Proposal shall be placed in a sealed envelope clearly marked “TECHNICAL PROPOSAL” Similarly, the original Financial Proposal (if required under the selection method indicated in the Data Sheet) shall be placed in a sealed envelope clearly marked “FINANCIAL PROPOSAL” followed by the Loan/TA number and the name of the assignment, and with a warning “DO NOT OPEN WITH THE TECHNICAL PROPOSAL.” The envelopes containing the Technical and Financial Proposals shall be placed into an outer envelope and sealed. This outer envelope shall bear the submission address, reference number and title of the Loan, and be clearly marked “DO NOT OPEN, EXCEPT IN PRESENCE OF THE OFFICIAL APPOINTED, BEFORE [insert the time and date of the submission deadline indicated in the Data Sheet]”. The Client shall not be responsible for misplacement, losing or premature opening if the outer envelope is not sealed and/or marked as stipulated. This circumstance may be case for Proposal rejection. If the Financial Proposal is not submitted in a separate sealed envelope duly marked as indicated above, this will constitute grounds for declaring the Proposal non-responsive.

4.5 The Proposals must be sent to the address/addresses indicated in the Data Sheet and received by the Client no later than the time and the date indicated in the Data Sheet, or any extension to this date in accordance with para. 2.2. Any proposal received by the Client after the deadline for submission shall be returned unopened.

4.6 The Client shall open the Technical Proposal immediately after the deadline for their submission. The envelopes with the Financial Proposal shall remain sealed and securely stored.

5. Proposal Evaluation

5.1 From the time the Proposals are opened to the time the Contract is awarded, the Consultants should not contact the Client on any matter related to its Technical and/or Financial Proposal. Any effort by Consultants to influence the Client in the examination, evaluation,


ranking of Proposals, and recommendation for award of Contract may result in the rejection of the Consultants’ Proposal.

Evaluators of Technical Proposals shall have no access to the Financial Proposals until the technical evaluation is concluded and the Bank issues its “no objection”.

Evaluation of Technical Proposals

5.2 The evaluation committee shall evaluate the Technical Proposals on the basis of their responsiveness to the Terms of Reference, applying the evaluation criteria, subcriteria, and point system specified in the Data Sheet. Each responsive Proposal will be given a technical score (St). A Proposal shall be rejected at this stage if it does not respond to important aspects of the RFP, and particularly the Terms of Reference or if it fails to achieve the minimum technical score indicated in the Data Sheet.

Financial Proposals for QBS

5.3 Following the ranking of technical Proposals, when selection is based on quality only (QBS), the first ranked Consultant is invited to negotiate its proposal and the Contract in accordance with the instructions given under para. 6 of these Instructions.


Public Opening and Evaluation of Financial Proposals (only for QCBS, FBS, and LCS)

5.4 After the technical evaluation is completed and the Bank has issued its no objection (if applicable), the Client shall inform the Consultants who have submitted proposals the technical scores obtained by their Technical Proposals, and shall notify those Consultants whose Proposals did not meet the minimum qualifying mark or were considered non responsive to the RFP and TOR, that their Financial Proposals will be returned unopened after completing the selection process. The Client shall simultaneously notify in writing Consultants that have secured the minimum qualifying mark, the date, time and location for opening the Financial Proposals. The opening date should allow Consultants sufficient time to make arrangements for attending the opening. Consultants’ attendance at the opening of Financial Proposals is optional.

5.5 Financial Proposals shall be opened publicly in the presence of the Consultants’ representatives who choose to attend. The name of the Consultants, and the technical scores of the Consultants shall be read aloud. The Financial Proposal of the Consultants who met the minimum qualifying mark will then be inspected to confirm that they have remained sealed and unopened. These Financial Proposals shall be then opened, and the total prices read aloud and recorded. Copy of the record shall be sent to all Consultants and the Bank.

5.6 The Evaluation Committee will correct any computational errors. When correcting computational errors, in case of discrepancy between a partial amount and the total amount, or between word and figures the formers will prevail. In addition to the above corrections, as indicated under para. 3.6, activities and items described in the Technical Proposal but not priced, shall be assumed to be included in the prices of other activities or items. In case an activity or line item is quantified in the Financial Proposal differently from the Technical Proposal, (i) if the Time-Based form of contract has been included in the RFP, the Evaluation Committee shall correct the quantification indicated in the Financial Proposal so as to make it consistent with that indicated in the Technical Proposal, apply the relevant unit price included in the Financial Proposal to the corrected quantity and correct the total Proposal cost, (ii) if the Lump-Sum form of contract has been included in the RFP, no corrections are applied to the Financial Proposal in this respect. Prices shall be converted to a single currency using the selling rates of exchange, source and date indicated in the Data Sheet.

5.7 In case of QCBS, the lowest evaluated Financial Proposal (Fm) will be given the maximum financial score (Sf) of 100 points. The financial scores (Sf) of the other Financial Proposals will be computed as indicated in the Data Sheet. Proposals will be ranked according to their combined technical (St) and financial (Sf) scores using the weights (T = the weight given to the Technical Proposal; P = the weight given to the Financial Proposal; T + P = 1) indicated in the Data Sheet: S = St x T% + Sf x P%. The firm achieving the highest combined technical and financial score will be invited for negotiations.

5.8 In the case of Fixed-Budget Selection, the Client will select the firm that submitted the highest ranked Technical Proposal within the budget. Proposals that exceed the indicated budget will be rejected. In


the case of the Least-Cost Selection, the Client will select the lowest proposal among those that passed the minimum technical score. In both cases the evaluated proposal price according to para. 5.6 shall be considered, and the selected firm is invited for negotiations.

6. Negotiations

6.1 Negotiations will be held at the date and address indicated in the Data Sheet. The invited Consultant will, as a pre-requisite for attendance at the negotiations, confirm availability of all Professional staff. Failure in satisfying such requirements may result in the Client proceeding to negotiate with the next-ranked Consultant. Representatives conducting negotiations on behalf of the Consultant must have written authority to negotiate and conclude a Contract.

Technical negotiations

6.2 Negotiations will include a discussion of the Technical Proposal, the proposed technical approach and methodology, work plan, and organization and staffing, and any suggestions made by the Consultant to improve the Terms of Reference. The Client and the Consultants will finalize the Terms of Reference, staffing schedule, work schedule, logistics, and reporting. These documents will then be incorporated in the Contract as “Description of Services”. Special attention will be paid to clearly defining the inputs and facilities required from the Client to ensure satisfactory implementation of the assignment. The Client shall prepare minutes of negotiations which will be signed by the Client and the Consultant.

Financial negotiations

6.3 If applicable, it is the responsibility of the Consultant, before starting financial negotiations, to contact the local tax authorities to determine the local tax amount to be paid by the Consultant under the Contract. The financial negotiations will include a clarification (if any) of the firm’s tax liability in the Client’s country, and the manner in which it will be reflected in the Contract; and will reflect the agreed technical modifications in the cost of the services. In the cases of QCBS, Fixed-Budget Selection, and the Least-Cost Selection methods, unless there are exceptional reasons, the financial negotiations will involve neither the remuneration rates for staff nor other proposed unit rates. For other methods, Consultants will provide the Client with the information on remuneration rates described in the Appendix attached to Section 4 - Financial Proposal - Standard Forms of this RFP.

Availability of Professional staff/experts

6.4 Having selected the Consultant on the basis of, among other things, an evaluation of proposed Professional staff, the Client expects to negotiate a Contract on the basis of the Professional staff named in the Proposal. Before contract negotiations, the Client will require assurances that the Professional staff will be actually available. The Client will not consider substitutions during contract negotiations unless both parties agree that undue delay in the selection process makes such substitution unavoidable or for reasons such as death or medical incapacity. If this is not the case and if it is established that Professional staff were offered in the proposal without confirming their availability, the Consultant may be disqualified. Any proposed substitute shall have equivalent or better qualifications and experience than the original candidate and be submitted by the Consultant within the period of time specified in the letter of invitation to negotiate.

Conclusion of the 6.5 Negotiations will conclude with a review of the draft Contract.


negotiations To complete negotiations the Client and the Consultant will initial the agreed Contract. If negotiations fail, the Client will invite the Consultant whose Proposal received the second highest score to negotiate a Contract.

7. Award of Contract

7.1 After completing negotiations the Client shall award the Contract to the selected Consultant, publish in UNDB on line and in the Development Gateway the award of the Contract, and promptly notify all Consultants who have submitted proposals. After Contract signature, the Client shall return the unopened Financial Proposals to the unsuccessful Consultants.

7.2 The Consultant is expected to commence the assignment on the date and at the location specified in the Data Sheet.

8. Confidentiality 8.1 Information relating to evaluation of Proposals and recommendations concerning awards shall not be disclosed to the Consultants who submitted the Proposals or to other persons not officially concerned with the process, until the publication of the award of Contract. The undue use by any Consultant of confidential information related to the process may result in the rejection of its Proposal and may be subject to the provisions of the Bank’s antifraud and corruption policy.

Section 2. Instructions to Consultants – Data Sheet. 17

Instructions to Consultants

DATA SHEET

Paragraph Reference

1.1

Name of the Client: The State Road Administration Method of selection: QCBS

1.2 Financial Proposal to be submitted together with Technical Proposal: Yes Name of the assignment is: Construction Supervision of Road Rehabilitation Works

1.3

A pre-proposal conference will be held: Yes Date: March 11, 2008 Time: 10:00 a.m. (local time) Venue: The State Road Administration, Bucuriei str. 12 A, Chisinau, Republic of Moldova The Client’s representative is: Usatii Anatolii Address: MD-2004, Bucuriei str. 12 A, Chisinau, Republic of Moldova Telephone: (+373 22) 22 11 14 Facsimile: (+373 22) 74 12 19 E-mail: [email protected]

1.4 The Client will provide the following inputs and facilities: As per detailed description in the Terms of Reference attached hereto.

1.6.1 (a) The Client envisages the need for continuity for downstream work: No

1.12

Proposals must remain valid 90 days after the submission date.


2.1 Clarifications may be requested not later than 15 days before the submission

date. The address for requesting clarifications is: Address: MD-2004, Bucuriei str. 12 A, Chisinau, Republic of Moldova Telephone: (+373 22) 22 11 14 Facsimile: (+373 22) 74 12 19 E-mail: [email protected]

3.1

Proposals shall be submitted in the following language: English

3.3 (a)

Shortlisted Consultants may associate with other shortlisted Consultants: No

3.3 (b)

The estimated number of professional staff-months required for the assignment is a minimum of 192.

3.4

The format of the Technical Proposal to be submitted is: FTP

3.4 (g)

Training is a specific component of this assignment: Yes No X .:

3.6

Please see Appendix D to the Contract attached.

3.7 Amounts payable by the Client to the Consultant under the contract to be subject to local taxation: No.

3.8

Consultant to state local cost in the national currency: No .

4.3

Consultant must submit the original and 3 (three) copies of the Technical Proposal, and the original of the Financial Proposal.

4.5

The Proposal submission address is: MD-2004, Bucuriei str. 12 A, Chisinau, Republic of Moldova Proposals must be submitted no later than the following date and time: April 15, 2008; 10:00 a.m.

5.2 (a)

Criteria, sub-criteria, and point system for the evaluation of Full Technical Proposals are: Points (i) Specific experience of the Consultants relevant to the assignment: 10 (ii) Adequacy of the proposed methodology and work plan in responding to the Terms of Reference: a) Technical approach and methodology 8 b) Work plan 5


c) Organization and staffing 7 Total points for criterion (ii): 20 (iii) Key professional staff qualifications and competence for the assignment: a) Resident Project Manager 20 b) Materials Engineer 11 c) Resident Engineers 27 d) Quantity Surveyors 12 Total points for criterion (iii): 70 The number of points to be assigned to each of the above positions or disciplines shall be determined considering the following three subcriteria and relevant percentage weights: 1) General qualifications [ 30% ] 2) Adequacy for the assignment [ 60% ] 3) Experience in region and language [ 10% ] Total weight: 100%

Total points for the three criteria: 100 The minimum technical score St required to pass is: 80 Points [eighty]

5.2 (b)

Not applicable.

5.6

The single currency for price conversions is: Moldovan Leu The source of official selling rates is: National Bank of Moldova The date of exchange rates is: Date of financial proposal opening

5.7

The formula for determining the financial scores is the following: Sf = 100 x Fm / F, in which Sf is the financial score, Fm is the lowest price and F the price of the proposal under consideration. The weights given to the Technical (Tp) and Financial (Fp) Proposals are: Tp = 0.8, and Fp = 0.2

6.1 Expected date and address for contract negotiations: May 21, 2008 MD-2004, Bucuriei str. 12 A, Chisinau, Republic of Moldova

7.2 Expected date for commencement of consulting services June 9, 2008 at: Chisinau, Republic of Moldova

Section 3. Technical Proposal – Standard Forms. 20

Section 3. Technical Proposal - Standard Forms

[Comments in brackets [ ] provide guidance to the shortlisted Consultants for the preparation of their Technical Proposals; they should not appear on the Technical Proposals to be submitted.] Refer to Reference Paragraph 3.4 of the Data Sheet for format of Technical Proposal to be submitted, and paragraph 3.4 of Section 2 of the RFP for Standard Forms required and number of pages recommended. TECH-1 Technical Proposal Submission Form TECH-2 Consultant’s Organization and Experience A Consultant’s Organization B Consultant’s Experience TECH-3 Comments or Suggestions on the Terms of Reference and on Counterpart Staff and Facilities to be Provided by the Client A On the Terms of Reference B On the Counterpart Staff and Facilities TECH-4 Description of the Approach, Methodology and Work Plan for Performing the Assignment TECH-5 Team Composition and Task Assignments TECH-6 Curriculum Vitae (CV) for Proposed Professional Staff TECH-7 Staffing Schedule

TECH-8 Work Schedule


FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date] To: [Name and address of Client] Dear Sirs: We, the undersigned, offer to provide the consulting services for [Insert title of assignment] in accordance with your Request for Proposal dated [Insert Date] and our Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal, and a Financial Proposal sealed under a separate envelope1. We are submitting our Proposal in association with: [Insert a list with full name and address of each associated Consultant]2 We hereby declare that all the information and statements made in this Proposal are true and accept that any misinterpretation contained in it may lead to our disqualification. If negotiations are held during the period of validity of the Proposal, i.e., before the date indicated in Paragraph Reference 1.12 of the Data Sheet, we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications resulting from Contract negotiations. We undertake, if our Proposal is accepted, to initiate the consulting services related to the assignment not later than the date indicated in Paragraph Reference 7.2 of the Data Sheet.

We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm: Address:

1 [In case Paragraph Reference 1.2 of the Data Sheet requires to submit a Technical Proposal only, replace this sentence with: “We are hereby submitting our Proposal, which includes this Technical Proposal only.”] 2 [Delete in case no association is foreseen.]


FORM TECH-2 CONSULTANT’S ORGANIZATION AND EXPERIENCE

A - Consultant’s Organization [Provide here a brief (two pages) description of the background and organization of your firm/entity and each associate for this assignment.]


B - Consultant’s Experience [Using the format below, provide information on each assignment for which your firm, and each associate for this assignment, was legally contracted either individually as a corporate entity or as one of the major companies within an association, for carrying out consulting services similar to the ones requested under this assignment. Use 20 pages.]

Assignment name:

Approx. value of the contract (in current US$ or Euro):

Country: Location within country:

Duration of assignment (months):

Name of Client:

Total No of staff-months of the assignment:

Address:

Approx. value of the services provided by your firm under the contract (in current US$ or Euro):

Start date (month/year): Completion date (month/year):

No of professional staff-months provided by associated Consultants:

Name of associated Consultants, if any:

Name of senior professional staff of your firm involved and functions performed (indicate most significant profiles such as Project Director/Coordinator, Team Leader):

Narrative description of Project: Description of actual services provided by your staff within the assignment:

Firm’s Name:


FORM TECH-3 COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE AND ON COUNTERPART STAFF AND FACILITIES TO BE PROVIDED BY THE CLIENT

A - On the Terms of Reference [Present and justify here any modifications or improvement to the Terms of Reference you are proposing to improve performance in carrying out the assignment (such as deleting some activity you consider unnecessary, or adding another, or proposing a different phasing of the activities). Such suggestions should be concise and to the point, and incorporated in your Proposal.]


B - On Counterpart Staff and Facilities [Comment here on counterpart staff and facilities to be provided by the Client according to Paragraph Reference 1.4 of the Data Sheet including: administrative support, office space, local transportation, equipment, data, etc.]


FORM TECH-4 DESCRIPTION OF APPROACH, METHODOLOGY AND WORK

PLAN FOR PERFORMING THE ASSIGNMENT

[Technical approach, methodology and work plan are key components of the Technical Proposal. You are suggested to present your Technical Proposal (50 pages, inclusive of charts and diagrams) divided into the following three chapters: a) Technical Approach and Methodology, b) Work Plan, and c) Organization and Staffing,

a) Technical Approach and Methodology. In this chapter you should explain your understanding of the objectives of the assignment, approach to the services, methodology for carrying out the activities and obtaining the expected output, and the degree of detail of such output. You should highlight the problems being addressed and their importance, and explain the technical approach you would adopt to address them. You should also explain the methodologies you propose to adopt and highlight the compatibility of those methodologies with the proposed approach. b) Work Plan. In this chapter you should propose the main activities of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the Client), and delivery dates of the reports. The proposed work plan should be consistent with the technical approach and methodology, showing understanding of the TOR and ability to translate them into a feasible working plan. A list of the final documents, including reports, drawings, and tables to be delivered as final output, should be included here. The work plan should be consistent with the Work Schedule of Form TECH-8. c) Organization and Staffing. In this chapter you should propose the structure and composition of your team. You should list the main disciplines of the assignment, the key expert responsible, and proposed technical and support staff.]


FORM TECH-5 TEAM COMPOSITION AND TASK ASSIGNMENTS

Professional Staff

Name of Staff Firm Area of Expertise Position Assigned Task Assigned


FORM TECH-6 CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF

1. Proposed Position [only one candidate shall be nominated for each position]: 2. Name of Firm [Insert name of firm proposing the staff]: 3. Name of Staff [Insert full name]: 4. Date of Birth: Nationality: 5. Education [Indicate college/university and other specialized education of staff member, giving names of institutions, degrees obtained, and dates of obtainment]: 6. Membership of Professional Associations: 7. Other Training [Indicate significant training since degrees under 5 - Education were obtained]: 8. Countries of Work Experience: [List countries where staff has worked in the last ten years]: 9. Languages [For each language indicate proficiency: good, fair, or poor in speaking, reading, and writing]:

10. Employment Record [Starting with present position, list in reverse order every employment held by staff member since graduation, giving for each employment (see format here below): dates of employment, name of employing organization, positions held.]:

From [Year]: To [Year]:

Employer:

Positions held:


11.Detailed Tasks Assigned

[List all tasks to be performed under this assignment]

12. Work Undertaken that Best Illustrates Capability to Handle the Tasks Assigned [Among the assignments in which the staff has been involved, indicate the following information for those assignments that best illustrate staff capability to handle the tasks listed under point 11.] Name of assignment or project:

Year:

Location:

Client:

Main project features:

Positions held:

Activities performed:

13. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes myself, my qualifications, and my experience. I understand that any wilful misstatement described herein may lead to my disqualification or dismissal, if engaged.

Date: [Signature of staff member or authorized representative of the staff] Day/Month/Year Full name of authorized representative: ___________________________________________


FORM TECH-7 STAFFING SCHEDULE1

Staff input (in the form of a bar chart)2 Total staff-month input N° Name of Staff

1 2 3 4 5 6 7 8 9 10 11 12 n Home Field3 Total Foreign

[Home] 1 [Field]

2

3

n

Subtotal Local

[Home] 1 [Field] 2 n

Subtotal Total

1 For Professional Staff the input should be indicated individually; for Support Staff it should be indicated by category (e.g.: draftsmen, clerical staff, etc.). 2 Months are counted from the start of the assignment. For each staff indicate separately staff input for home and field work. 3 Field work means work carried out at a place other than the Consultant's home office. Full time input Part time input


FORM TECH-8 WORK SCHEDULE

Months2 N° Activity1

1 2 3 4 5 6 7 8 9 10 11 12 n

1 2 3 4 5

n 1 Indicate all main activities of the assignment, including delivery of reports (e.g.: inception, interim, and final reports), and other benchmarks such as Client approvals. For phased assignments indicate activities, delivery of reports, and benchmarks separately for each phase. 2 Duration of activities shall be indicated in the form of a bar chart.

Section 4. Financial Proposal – Standard Forms. 32

Section 4. Financial Proposal - Standard Forms

[Comments in brackets [ ] provide guidance to the shortlisted Consultants for the preparation of their Financial Proposals; they should not appear on the Financial Proposals to be submitted.] Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposal according to the instructions provided under para. 3.6 of Section 2. Such Forms are to be used whichever is the selection method indicated in para. 4 of the Letter of Invitation. [The Appendix “Financial Negotiations - Breakdown of Remuneration Rates” is to be only used for financial negotiations when Quality-Based Selection, Selection Based on Qualifications, or Single-Source Selection method is adopted, according to the indications provided under para. 6.3 of Section 2.] FIN-1 Financial Proposal Submission Form FIN-2 Summary of Costs FIN-3 Breakdown of Costs by Activity FIN-4 Breakdown of Remuneration FIN-5 Reimbursable expenses Appendix: Financial Negotiations - Breakdown of Remuneration Rates


FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM

[Location, Date] To: [Name and address of Client] Dear Sirs: We, the undersigned, offer to provide the consulting services for [Insert title of assignment] in accordance with your Request for Proposal dated [Insert Date] and our Technical Proposal. Our attached Financial Proposal is for the sum of [Insert amount(s) in words and figures1]. This amount is exclusive of the local taxes, which shall be identified during negotiations and shall be added to the above amount.

Our Financial Proposal shall be binding upon us subject to the modifications resulting from Contract negotiations, up to expiration of the validity period of the Proposal, i.e. before the date indicated in Paragraph Reference 1.12 of the Data Sheet. Commissions and gratuities paid or to be paid by us to agents relating to this Proposal and Contract execution, if we are awarded the Contract, are listed below2: Name and Address Amount and Purpose of Commission of Agents Currencyor Gratuity We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm: Address:

1 Amounts must coincide with the ones indicated under Total Cost of Financial proposal in Form FIN-2. 2 If applicable, replace this paragraph with: “No commissions or gratuities have been or are to paid by us to agents relating to this Proposal and Contract execution.”

Section 4 – Financial Proposal – Standard Forms 34

FORM FIN-2 SUMMARY OF COSTS

Costs

Item [Indicate Foreign Currency # 1]1

[Indicate Foreign Currency # 2]1

[Indicate Foreign Currency # 3]1

[Indicate Local Currency]

Total Costs of Financial Proposal 2

1 Indicate between brackets the name of the foreign currency. Maximum of three currencies; use as many columns as needed, and delete the others. 2 Indicate the total costs, net of local taxes, to be paid by the Client in each currency. Such total costs must coincide with the sum of the relevant Subtotals indicated in all Forms FIN-3 provided with the Proposal.


Form FIN-3 Breakdown of Costs by Activity1

Group of Activities (Phase):2

Description:3

Costs Cost component [Indicate Foreign

Currency # 1]4 [Indicate Foreign

Currency # 2]4 [Indicate Foreign

Currency # 3]4 [Indicate

Local Currency]

Remuneration5

Reimbursable Expenses 5

Subtotals 1 Form FIN-3 shall be filled at least for the whole assignment. In case some of the activities require different modes of billing and payment (e.g.: the assignment is phased, and each phase has a different payment schedule), the Consultant shall fill a separate Form FIN-3 for each group of activities. For each currency, the sum of the relevant Subtotals of all Forms FIN-3 provided must coincide with the Total Costs of Financial Proposal indicated in Form FIN-2. 2 Names of activities (phase) should be the same as, or correspond to the ones indicated in the second column of Form TECH-8. 3 Short description of the activities whose cost breakdown is provided in this Form. 4 Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2. 5 For each currency, Remuneration and Reimbursable Expenses must respectively coincide with relevant Total Costs indicated in Forms FIN-4, and FIN-5.


FORM FIN-4 BREAKDOWN OF REMUNERATION1

Group of Activities (Phase):

Name2 Position3 Staff-month

Rate4 Input5

(Staff-months)

[Indicate Foreign

Currency # 1]6

[Indicate Foreign

Currency # 2]6

[Indicate Foreign

Currency # 3]6

[Indicate Local Currency]6

Foreign Staff [Home] [Field]

Local Staff [Home] [Field]

Total Costs 1 Form FIN-4 shall be filled for each of the Forms FIN-3 provided. 2 Professional Staff should be indicated individually; Support Staff should be indicated per category (e.g.: draftsmen, clerical staff). 3 Positions of Professional Staff shall coincide with the ones indicated in Form TECH-5. 4 Indicate separately staff-month rate and currency for home and field work. 5 Indicate, separately for home and field work, the total expected input of staff for carrying out the group of activities or phase indicated in the Form. 6 Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2. For each staff indicate the remuneration in the column of the relevant currency, separately for home and field work. Remuneration = Staff-month Rate x Input.


FORM FIN-5 BREAKDOWN OF REIMBURSABLE EXPENSES1 ______________________________________________________________________________________________________________________

Group of Activities (Phase):

N° Description2 Unit Unit Cost3 Quantity [Indicate Foreign

Currency # 1]4

[Indicate Foreign

Currency # 2]4

[Indicate Foreign

Currency # 3]4

[Indicate Local Currency]4

Per diem allowances Day

International flights5 Trip

Miscellaneous travel expenses Trip

Communication costs between [Insert place] and [Insert place]

Drafting, reproduction of reports

Equipment, instruments, materials, supplies, etc.

Shipment of personal Trip

Use of computers,

Laboratory tests.

Subcontracts

Local transportation costs

Office rent, clerical

Training of the Client’s personnel 6

Total Costs 1 Form FIN-5 should be filled for each of the Forms FIN-3 provided, if needed. 2 Delete items that are not applicable or add other items according to Paragraph Reference 3.6 of the Data Sheet. 3 Indicate unit cost and currency. 4 Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2. Indicate the cost of each reimbursable item in the column of the relevant currency. Cost = Unit Cost x Quantity. 5 Indicate route of each flight, and if the trip is one- or two-ways. 6 Only if the training is a major component of the assignment, defined as such in the TOR.


Sample Form Consulting Firm: Country: Assignment: Date:

Consultant’s Representations Regarding Costs and Charges We hereby confirm that: (a) the basic salaries indicated in the attached table are taken from the firm’s payroll records and reflect the current salaries of the staff members listed which have not been raised other than within the normal annual salary increase policy as applied to all the firm’s staff; (b) attached are true copies of the latest salary slips of the staff members listed; (c) the away from headquarters allowances indicated below are those that the Consultants have agreed to pay for this assignment to the staff members listed; (d) the factors listed in the attached table for social charges and overhead are based on the firm’s average cost experiences for the latest three years as represented by the firm’s financial statements; and (e) said factors for overhead and social charges do not include any bonuses or other means of profit-sharing.

[Name of Consulting Firm] Signature of Authorized Representative Date Name: Title:


Consultant’s Representations Regarding Costs and Charges

(Expressed in [insert name of currency])

Personnel 1 2 3 4 5 6 7 8

Name Position Basic Salary per

Working Month/Day/Year

Social Charges1 Overhead1 Subtotal Fee2

Away from Headquarters Allowance

Proposed Fixed Rate per Working Month/Day/Hour

Proposed Fixed Rate per Working Month/Day/Hour1

Home Office

Field

1. Expressed as percentage of 1 2. Expressed as percentage of 4

Section 5 – Terms Of Reference

40

SECTION 5

TERMS OF REFERENCE

Section 5. Terms of Reference. 41

1. BACKGROUND 1.1 General The Government of Moldova, represented by the Ministry of Transport and Roads Industry (MTRI), is implementing a Road Sector Program Support Project (the Project) to be implemented from 2007 – 2010 and to be financed by the World Bank (WB), European Bank for Reconstruction and Development (EBRD) and European Investment Bank (EIB), together referred to as International Financial Institutions (IFI). The project is in direct support of the Government’s overall Road Sector Program. The project is financed through three separate financing agreements signed between the Government of Moldova on one side, and IDA, EBRD and EIB on the other. IDA will provide an amount equivalent to US$16 million, in the form of a Specific Investment Loan (SIL). EBRD and EIB will each contribute EUR 12,5 million as the first tranches. The total combined financing for the project from the three donors is estimated at US$ 48.7 million equivalent. Upon successful completion of the first tranches, EBRD and EIB will each contribute EUR 17,5 million as the second tranches. The Government of Moldova has negotiations with such donors as USAID/Millennium Challenge Corporation and European Community, which could add their contribution to project financing. 1.2. Objective of the project The development objective of the proposed project is to reduce road transport costs for road users in Moldova, by improving the condition and quality of its road network and the way it is managed. This project objective is being achieved by: a. Road Network Recovery Component: Rehabilitation of about 200 km of main roads and thereby reducing road user costs in the short term. b. Institutional Strengthening Component: Improving the capacity of the State Road Administration to manage effectively the road network under its responsibility, and to carry out road maintenance, rehabilitation, and investment programs in an efficient and transparent manner. This should lead to a reduction of road user costs in the longer term. The project has two components. The first component focuses on physical road rehabilitation. The second component will support the implementation of various institutional and other measures which will also be included in the Action Plan of the Transport Sector Strategy. Component 1: Road Network Recovery consists of physical road works and of consulting and other services directly related to those works, such as feasibility studies (technical and economic), detailed engineering design, preparation of bidding documents and supervision of works. This component will absorb about 90 percent of project resources. The type of works to be carried out through the project can be characterized as localized repair, periodic maintenance and light rehabilitation. Component 2: Institutional Support. This component aims at strengthening the Government’s capacity to manage and maintain the network of National roads. It will provide various types of support to the Government towards the implementation of institutional, legal and other measures which will be included in the Transport Sector Strategy Action Plan. The most important activities will be (i) the creation of a reliable financing mechanism for road maintenance; (ii) the strengthening of SRA’s capacity to efficiently manage and maintain the roads under its responsibility and to manage investment programs for road rehabilitation; and (iii) the implementation of a system designed to curb the circulation of overloaded trucks. Other activities may be included, depending on the availability of resources under the project. The


component will most likely consist of advisory services to be provided by specialized local and foreign consultants (technical, institutional and legal), training and the purchase of some equipment. 1.3. Project implementation The project is being implemented under the general supervision and responsibility of the Ministry of Transport and Road Industry (MTRI). However, actual project implementation is being carried out by the State Road Administration (SRA). SRA’s responsibilities include: procurement, financial management, contract management, project and program monitoring and evaluation, and reporting. To strengthen SRA’s capacity to carry out those functions, local and international specialists have been recruited under consultant contracts, through a competitive selection process. These are in the areas of procurement, financial management, environment and contract management.

2. OBJECTIVES OF SERVICES

2.1 The works under the Project comprise the resurfacing and strengthening of existing roads in the central area of Moldova. The Works have been divided into three separate, non-contiguous contracts which are expected to be of roughly equal value, in the range of Euro 10 to 11 million each. It is anticipated that the bulk of the works will comprise Asphaltic Concrete overlays laid over existing surfacing which will require reshaping by milling off high spots and laying regulating courses to low areas. Additional preparatory works will be required in some areas to deal with heavy cracking in the existing asphalt pavements. Limited sections of the project roads will require complete reconstruction comprising pavement removal, subbase, base and asphalt construction. Other sections will require partial reconstruction to full depth along the edges of the existing pavement where limited edge failures have occurred. Road widths on all three contracts vary with sections of 6, 4, 3 and two lanes occurring in all contracts together with additional climbing lanes in some sections In addition to the overlay and pavement reconstruction works there will be a limited amount of minor reparation works to shoulders and side drainage and to structures. On Contract 3: Chisinau - Hincesti, slip remedial works to failed embankment slopes will be required. These works will take the form of toe reinforcement using bored piles of about 1 metre diameter linked with a reinforced concrete slab and coupled with reshaping of embankment slopes and the removal and replacement/ recompaction of the upper layers of the affected embankment areas. When completed, the remedial works areas will require to be vegetated with trees, bushes and grasses. All the existing roads are of flexible pavement construction with asphalt surfacing on crushed stone base with the exception of Contract 3: Chisinau - Hincesti where the first 3.8 kilometres of the works are on concrete slab pavement.


The Project also includes works for traffic safety features, road signs and road markings, cross drainage structures, environmental and social mitigation measures. Brief of the package is given below. Table –1 Name of the Package Length Completion

Period Lot 1 –Balti–Sarateni road section rehabilitation works 22 km 24 months Lot 2 - Chisinau–Orhei road section rehabilitation works 20,5 km 24 months Lot 3 - Chisinau–Hincesti road section rehabilitation works 14,2 km 24 months Contract 1: Bălţi – Sărăteni km 44,3-km 66,67 (22 kilometres approx.) commencing on Sarateni on intersection of R14 and M2 and running to the Balti. Contract 2: Chisinau – Orhei km 5,7-km 26,2 ( 20,5 kilometres approx.) follows the M2 and runs roughly north from Chisinau to Orhei commencing at the Chisinau municipal boundary. It is intended that the end point of the Contract will be in the region of Orhei. Contract 3: Chisinau – Hincesti km 7,8-km 22 (14,2 kilometres approx.) follows the R3 commencing at the Chisinau municipal boundary and running roughly south west from Chisinau to the Hincesti. Remedial works to a serious slip area at the start of the project are included in the contract.

The Bank Harmonized Edition of the Conditions of Contract for Construction prepared by the International Federation of Consulting Engineers (Fédération Internationale des Ingénieurs-Conseils, or FIDIC), FIDIC 2005 shall be used as a contractual framework to implement the Works and the Consultant shall be the Engineer in the sense of FIDIC. The duties of the Engineer are defined by the work contract documents and these Terms of Reference. Draft Particular Conditions for the works contracts to be supervised is presented in Annex 1 to these Terms of Reference. 2.2 The Employer in the sense of FIDIC shall be the Manager-Chief of SRA which may delegate part of his duties to a representative ("the Employer's Representative") in the course of the contract.

2.3 The objectives of the Services are: • to supervise the Works, approve the materials, equipment and workmanship; • to ensure proper accounting and recording of the progress of the Works; • to ensure that civil works are planned orderly and completed on schedule; • to assure technical assistance during civil works execution


3. SCOPE OF SERVICES 3.1 Responsibilities

3.1.1 General The Consultant shall exercise all reasonable care to protect the interests of SRA, to ensure the timely supervision and control of the Works and to avoid the occurrences of disorders of construction during the Works.

3.1.2 Presence of Key Personnel To guarantee a timely implementation of the Works and efficient use of financial resources, the Consultant shall maintain a continuous presence of its Key Personnel on the site of the Works.

3.1.3 Laws The Consultant shall perform the Services in accordance with the laws and any other instruments having force of law in Moldova as may be issued and in force from time to time.

Applicable Laws and Regulations of particular relevance for the Contract include, but are not limited to:

Law on quality of constructions, Nr.721 dated 02.02.1996;

Regulation on the taking-over of construction works and of installations related thereto, approved by the Government Decree Nr.285 dated 23.05.1996

3.1.4 Responsibility of Personnel The Consultant shall be responsible for both its personnel and the personnel provided by its sub-consultant(s), if any.

3.1.5 Progress of Works Progress of works will be recorded monthly and notified to the Employer through monthly progress reports. . In the event progress has slipped to such magnitude that, in the opinion of the Consultant, it becomes clear that construction time will extend beyond the original completion date, the Consultant shall prepare a special report showing the reasons for the slippage and shall advise on the ways to remedy and discussions between the parties - Employer, Engineer, Contractor - will be held at the initiative of the Engineer. The Consultant shall further write the minutes of the meeting(s), which shall be signed by the three parties. The minutes shall report on the actions to be taken by the three parties and shall be signed by the same. Thereafter, the Consultant will check that the actions to be taken by the three parties are implemented The Consultant will not be responsible if the Works are not progressing satisfactorily for reasons beyond his control, provided that such event is timely recorded and discussions are held with the Contractor and the Employer to find a remedy to the delay and the Contractor is instructed to take the necessary steps to meet his obligations set forth in the Contract.


3.1.6 Limitation on the authority of the Engineer.

The Consultant will seek prior approval of SRA to:

(a) issue any Variation to the scope of work with or without financial implications on the Contract Price, except in an emergency situation as determined by the Engineer or if such a Variation would increase the Accepted Contract Amount by less than 0.5%;

(b) approving a proposal for Variation submitted by the Contractor

(c) making variations in work quantities which bring the total cost in excess of 2 per cent of the Contract Price at tender rates;

(d) approving the subletting of any part of the works, except subcontracts up to Euro 100,000;

(e) approving any extension of the Time for Completion;

(f) agreeing or determining an extension of time and/or additional cost; and

(g) specifying the amount payable in each of the applicable currencies. 3.2 Minimal team required The Consultant shall assign at least the following minimal team of Key Personnel:

- 1 (one) Resident Project Manager (the Engineer)

- 1 (one) Materials Engineer;

- 3 (three) Resident Engineers (one per civil works contract);

- 3 (three) Quantity Surveyors

- any appropriate number of short-time experts.

Providing that the basic minimum staff requirements as specified above are met, the Consultant is free to propose the supervision structure that they deem best fit the project requirements. A Resident Engineer shall be present at all times on each works contract.

The Consultant shall determine the number and the qualification of short-term experts required.

In addition to the minimal required team of Key Personnel mentioned above, the Consultant shall assess and provide the necessary supporting field team to be assigned on each contract.

The numbers and man-months for all staff shall be included in the technical proposal and the costs in respect of these personnel are to be included in the financial proposal.

3.3 Services to be Provided by the Consultant The Services to be provided by the Consultant shall address, inter alia: Нумерация?

1. pre-construction activities


2. administration of the civil work contracts; 3. approval of contractors' materials, construction techniques and programmes of works; 4. direct supervision of the works and monitoring of progress; 5. technical assistance during works execution; 6. preparation of mandatory reporting.

(1). Pre-construction activities

(a) advise the Employer in approving contractor's insurance policies and guarantees; (b) consent, when satisfactory, the contractor's Quality Assurance Plan; (c) before the start of the works and during the works, facilitate any communication and

attend any meeting between contractors and the owners of facilities (water, telephone, electricity, gas) sharing the road right-of-way; in particular, give advice on proposed modifications by the owners of facilities;

(d) ensure that environment protection provisions set out in the contract documents are respected;

(e) ensure that traffic operational safety is met before commencing the works and issue any work plan or drawing in that respect;

(f) check correctness of co-ordinates and levels of all survey reference markers provided by the Project Designer and require the contractor to make an independent check;

(g) consent to the sources of materials proposed to be used by the Contractor.

(2). Administration of the civil works contracts

The responsibility of the Consultant shall be for, but not limited to, the following tasks: (a) financial management of the civil work contracts. Based on (i) contractor's programme of

works and cash-flow predictions which should be revised at required time intervals and, (ii) upon his own judgement, the Consultant shall prepare monthly, as part of the his monthly reports, disbursement tables showing the status of previous disbursements and a tentative prediction of future disbursements on a monthly basis.

(b) continuous follow-up of the contractor work programmes and monitoring cash-flow in relation to the planned schedules;

(c) alert immediately the Employer if any change occurs in the progress of disbursements; (d) day-to-day measurement and recording of quantities of works carried out by contractors; (e) daily recording of work site events in a work site logbook; (f) recapitulation of quantities of work carried out monthly for each contractual item of

work; (g) monthly comparison of actual progress against progress as scheduled; (h) issue Interim Payment Certificates; (i) attend the periodic site meetings and monthly progress meetings. The required formats to carry out these tasks shall be prepared by the Consultant and submitted to the approval of the Employer.

(3). Consent to contractor's programmes, construction techniques and materials


The responsibility of the Consultant shall be for, but not limited to, the following tasks:

(a) consent to contractors' site installation; (b) consent to equipment temporarily imported by contractors; (c) consent to proposed sub-contractors with the prior agreement of the Employer; (d) consent to contractor's proposal for traffic management and safety at work sites for his

equipment; (e) consent to contractor's proposal for traffic operational safety for road users; (f) consent to work programme based on proposed resources, and updated programmes as the

case may be; (g) determination of quantities and calculations established by contractors; (h) consent to corrections/modifications of geometric survey, if required; (i) consent to earthmoving scheme for earthworks; (j) consent to procedures for construction of drainage works; (k) consent to proposed sources of materials; (l) consent to construction techniques for structures; (m) consent to setting-out of the works; (n) consent to establishment of contract management documents; (o) comparison of work output actually carried out with that presented in the tender and

discuss with contractors remedy to possible slippage; (p) any other activity related to the review and consent to methods of work and methods of

management; (4). Supervising the works

The responsibilities of the Consultant shall be for, but not limited to, the following tasks: (a) inspect the works to check whether performance complies with specifications and

drawings; (b) witness and approve regular tests of materials and of completed works, and order

additional tests if required; (c) order the removal of improper or substandard work; (d) control materials incorporated into the works; (e) examine and attend the measurement of any work that is about to be covered or put out of

view before permanent work is placed thereon; (f) record work site daily events and quantities to pay (subject to geometric and quality tests); (g) attend to the work inspections carried out by the State Authorities in accordance with the

Moldovan Law; (h) organise provisional and temporary taking-over of works and submit all supervision

documents to the taking-over committee according to the Applicable Law; (i) calculate delay damages, if necessary; (j) inspect the works during the defects notification period; (k) review and consent to the Quality Assurance Plan submitted by the Contractor and check

that are implemented in accordance with the specifications; in particular, the Consultant


shall verify that all lab tests described in terms of type and frequency are carried out by the contractor's laboratory. The Consultant shall himself check the quality of such tests by conducting separate testing to verify the Contractor's findings;

(l) the Consultant shall promptly analyse the claims submitted by the Contractor, conduct consultations and evaluate them in accordance with the contract

(m) the Consultant shall immediately report to the Employer any event or dispute which requires the intervention of the Employer and will assist the Employer in resolving any site dispute.

(n) supervise the Contractor in all matters concerning safety and care of works; (o) issuing of Taking-Over Certificates for partial or substantial completion; (p) prepare final statement of accounts; (q) recommend returns of guarantees and retention; (r) Supervise, verify and correct, if necessary, the Contractor's "as-built" drawings.

(5). Technical assistance during works execution

If during the construction period, field conditions have been exceptionally modified and require accordingly a modification of the related drawings, in that event, the Consultant shall be responsible for the calculation and drawings resulting from the modification. However, if this exceptional situation occurs the Consultant shall request the approval of the Employer by mean of a special report showing the necessity of such amendment. Should the Employer agree with the Consultant’s arguments, the Parties shall sign an Addendum to this contract, describing in details additional task to be performed and stipulating remuneration therefor. The Consultant shall be responsible for the works he has designed in terms of quantity and quality. (6). Reporting

Reporting requirements are indicated in article 6 below. 3.4 Short-term expertise The number and type of specialists to be mobilised will be agreed between the Employer and the Consultant as the need arises. For estimating purposes, a number of individual expert visits and a global number of man-months are to be shown in the proposal and the Consultant should also enter a man-month rate and appropriate short time per diem and round trip air ticket cost.

Short-term experts may be required in the following areas: - road pavement; - structures; - geology; - environmental expertise; - landscape; - specific equipment expertise; - hydrology; - hydraulics;


- claim expertise; - legal adviser; - financial experts; - traffic safety;

4. REQUIRED INPUTS 4.1 The Consultant shall provide staff having the capabilities described below. The job descriptions are indicative and the Consultants can propose alternatives distribution of tasks to better mach individual skills of the expert proposed.

(a) Resident Project Manager (RPM); Credentials: A graduated civil engineer having at least fifteen (15) years of experience in similar functions in road rehabilitation work supervision, contract management, and more specifically in asphalt pavement construction and/or rehabilitation. He/She will have a broad international experience. He shall demonstrate that he has occupied similar posts on at least three projects of similar complexity or with a cumulated value of the works of 50 million EURO. He shall have a good working knowledge of the English language.

Job description: The Resident Project Manager shall: - carry out the duties of the Engineer, as described in the civil works contract documents; - manage the Consultant's team; - elaborate the programme of activities of his team; - take care of his team's logistics; - check that the services are carried out in accordance with the Terms of Reference; - verify and certify the interim and final statements of work; - produce the periodic reports; - produce the final reports; - produce any other reports as required by the Employer; - inspect the works during the Defects Notification Period and issue the related reports; - advise the Client on any issue likely to affect the financial resources, e.g., variation orders,

or the scope of work; - delegate duties as appropriate to Resident Engineers (RE), after due consultation with the

Employer.


(b) Resident Engineer (RE)

Credentials: A graduated engineer having at least ten (10) years of experience in similar functions in road construction and /or rehabilitation work supervision, contract management, and more specifically in asphalt pavement rehabilitation. He/She shall demonstrate that he has occupied similar posts on at least two projects of similar complexity and value under conditions similar to those prevailing in Moldova.

He shall have a good working knowledge of the English language.

Job Description:

The Resident Engineer shall: - be delegated the responsibilities and duties for day-to-day supervision of an individual

works contract; - carry out the duties of the Engineer's Representative, as delegated to him by the Engineer; - supervise execution of works and check the finished works before taking-over; - timely inform both Resident Project Manager and the Quantity Surveyor about probable

Variation Orders and unexpected increases in costs, resulting from the Site Instruction issued to the Contractor;

- co-ordinate daily the supporting staff assigned under his direct control, ensuring a constant supervision and quality control of the works in progress;

- follow-up the works in order to advise the Resident Project Manager about any event which might create disturbance or disorders on site.

(c) Materials Engineer (ME) Credentials: A graduated engineer in civil works having at least ten (10) years of experience in quality management of civil works and materials testing, and particularly in the field of transport infrastructures (roads, bridges, motorways). He/she shall demonstrate that he/she has occupied similar positions on at least three projects of similar complexity, by making reference to quality-oriented tasks in his biographical data and by citing the reports produced in that respect. The person proposed shall demonstrate a strong background in the testing of materials and works.

He/She will have international experience as well as at least two projects under conditions similar to those prevailing in Moldova.

Job Description:

The Materials Engineer shall: - co-ordinate the supporting staff engaged for quality control (laboratory technicians, site

inspectors, surveyor), in order to ensure that all related procedures are implemented by the Consultant’s staff;


- prepare a data base of procedures regarding the implementation of quality assurance plans; - check that procedures are implemented; - elaborate a procedure to be applied of the delivery, checking approval and payment of the

materials to be incorporated in the permanent works; - discuss any remedy with the contractors; - approve the quality of the works; - report to the REs and the RPM; - audit contractors’ quality assurance systems. (d) Quantity Surveyor Credentials: A graduated engineer having at least ten (10) years of experience in similar functions in roads and/or motorways works supervision.

He / she shall demonstrate that he / she has occupied similar posts in at least two (2) projects of similar complexity and value.

Job description

The Quantity Surveyor shall:

- co-ordinate the activities for the daily measurements of the approved works; - keep weekly records of all quantities approved for payment; prepare, in close co-ordination

with the Project Manager all documentation regarding the Monthly Statement and the Interim Payment Certificate (IPC), and particularly the Supporting Documents to the IPCs;

- particularly, the Quantity Surveyor shall verify constantly, in co-ordination with the Project Manager and the Materials Engineer, that the payable quantities refer only to works which already passed the Quality Control;

- draw-up and up-date the necessary records and documents for the preparation of all Contract Administration activities, such as the Variation Orders, the analysis of claims and other similar issues;

- act as the reference person, on behalf of the Project Manager, for answering to all queries and clarifications from SRA, concerning the Interim Payment Certificates and the Monthly Statements.

(d) Short-term experts

Credentials: Graduated engineers or other qualified professionals, having at least ten (10) years of experience in their area of expertise. They shall also have a university degree in their area of expertise. Experience in countries with conditions similar to Moldova shall be appreciated. They shall demonstrate that they have participated in at least two (2) projects where they have held similar functions. The expertise will be supplied at the request of the Consultant with the prior written approval of the Employer providing the terms of reference for the assignment.


The Employer's agreement to a proposed expert shall be obtained prior to his coming/her coming in Moldova based on a curriculum vitae supplied by the Consultant.

They will be mobilised according to the needs, which may arise during the pre-construction stage or the execution of the works. Short-term experts shall produce detailed reports at the end of their stay in Moldova, stating the results of their expertise on site.

5. TIME FRAME Tentatively, it is expected that the Consultant would start their services for supervision in May 2008.

The total implementation period will consist of (i) a construction period of 24 months and (ii) a Defect Notification Period of 12 months. It is intended that the three construction contracts will commence almost simultaneously. As per the arrangement proposed Team Leader shall be deployed before the mobilization of the contractors. This period will be utilized in finalizing all the preliminary details in consultation with the Employer. He will assist the Employer in management of works contract, besides finalizing the details/formats/schedules to be followed during the project implementation stage. These details will, however, be firmed up during negotiations before finalization of the supervision consultancy contract.

In Moldova, highway construction schedules are impacted by the duration of the cold season, which usually starts in the month of November and ends in the month of April. Due to the longevity of cold period, most of the works are carried out primarily during the summer season. It is expected that the consultants’ personnel will use most of their vacation entitlements during the cold period, when progress of works is very low. 6. REPORTING During the period of contract supervision, the Consultant will provide SRA with the following reports:

(a) Inception Report (2 copies in Romanian and 4 copies in English) showing Consultant’s models for the monthly reports, IPCs, refine staff mobilisation schedule, time reporting systems, define the responsibilities to be delegated, establish the communication procedures with the employer etc.

(b) Monthly Progress Report (2 copies in Romanian and 4 copies in English) showing events and progress for the previous months and to be submitted within 14 days of the last day of the previous month.

The monthly progress report shall compulsorily comprise a chapter dealing with the activities of the Consultant's staff. In particular, a monthly time sheet shall be filled in daily to report on the presence of any personnel (travel, Chisinau, site, holiday, health vacation). No payment will be effected to the Consultant if personnel time sheets are not filled in for each member of the Consultant's team. Time sheets shall be signed by each member of the Consultant's team and endorsed by the RPM.


The report will summarize the work accomplished by the supervision team for the preceding month. Brief work progress summaries will be included for on going works, outlining problems encountered and recommending solutions. Any deviation from annual plans and dynamic plans should be commented, together with proposed actions for corrections of progress of works or revision of planning. It is necessary to provide an overview of supervision activities, performed during the month, together with draft program for supervision for next month and cash-flow predictions. The report should also include for: • an analysis of the Contractors’ progress reports, • an estimate of any events which may lead to delays or claims form the contractor, • cash-flow forecasts and disbursement tables, • status of payment of contractors’ monthly certificates, • status of all claims for cost or time extensions, • synthesis of quality control, • action required of employer and other agencies to permit unconstrained works implementation. The monthly invoices submitted by the Consultant should be paid only upon presentation of the satisfactory monthly reports. Consultant’s services for each lot specified in Table 1 above shall be paid separately from three different sources. For the billing purposes consultant shall record the time spent on each lot and submit for payment three separate invoices accordingly. (c) Completion Report (2 copies in Romanian and 4 copies in English) at the time of final completion of the works, when the final Taking Over Certificate is issued. (d) Interim Defects Notification Report (2 copies in Romanian and 2 copies in English) within the last two months of the assignment; and

(e) Special Reports on any major issue, including modification of Working Drawings, raised by the contracts implementation, at SRA's request.

7. SERVICES TO BE PROVIDED TO THE SUPERVISION CONSULTANT

The Contractors shall provide, furnish and maintain site offices (each Contractor for its contract) for use by the Engineer and his staff on the sites of the Works. The site offices shall be at a location provided by the Contractor and approved by the Engineer. An indicative description of the offices and furniture to be provided by the contractors is presented in Annex 2.

In case the Contractor will use any proprietary software for design and planning, free use of a license for it would be provided to the Consultant for the duration of the services.

Each Contractor shall provide and maintain a Laboratory office equipped with necessary lab equipment.

SRA will assist the Consultant in obtaining any entry/exit visas, etc. However, the cost of the same shall be borne by the Consultant.


The following will not be provided by the Client and therefore should be provided by the Consultant:

- Project Office in Chisinau

- maintenance of Project office

- supply of the office equipment for all offices;

- housing/accommodation for Consultant’s own staff;

- provision and maintenance of necessary number of vehicles.

Consultant shall indicate rates for such pay items in its financial proposal and should be paid accordingly.

8. DOCUMENTS TO BE PROVIDED TO THE SUPERVISION CONSULTANT

Any available information, reports, documents, etc., related to the execution of the Works shall be made available by SRA to the Consultant.

All documents related to the Works are, and will remain SRA’s property after completion of works. The Consultant cannot use or dispose of this documentation without SRA’s previous approval.


ANNEX 1

Draft Particular Conditions (PC) for the Works Contracts

Particular Conditions are stated in Section VIII. Particular Conditions (PC), Part A of the Bidding Documents for ICB 1: Road Rehabilitation Works; and could be accessed on the following web link: www.asd.md: Lot 1 (Balti-Sarateni). Volume 1- Bidding Documents:

http://www.asd.md/ENG/docs/Lot1_Volume1_Bidding-Documents_eng.pdf Lot 2 (Chisinau-Orhei). Volume 1- Bidding Documents:

http://www.asd.md/ENG/docs/Lot2_Volume1_Bidding-Documents_eng.pdf

Lot 3 (Chisinau-Hincesti). Volume 1- Bidding Documents: http://www.asd.md/ENG/docs/Lot3_Volume1_Bidding-Documents_eng.pdf

ANNEX 2

Engineer's Facilities Provided by the Client Trough the Contractor Engineer's Facilities to be provided are stated in Chapter 004 “Engineer's Facilities” of the Volume 2 “Technical Specification” of the Bidding Documents for ICB 1: Road Rehabilitation Works; and could be accessed on the following web link: www.asd.md: Lot 1 (Balti-Sarateni). Volume 2 – Technical Specifications:

http://www.asd.md/ENG/docs/Lot1_Volume2_Technical-Specifications_eng.pdf Lot 2 (Chisinau-Orhei). Volume 2 – Technical Specifications:

http://www.asd.md/ENG/docs/Lot2_Volume2_Technical-Specifications_eng.pdf

Lot 3 (Chisinau-Hincesti). Volume 2 – Technical Specifications: http://www.asd.md/ENG/docs/Lot3_Volume2_Technical-Specifications_eng.pdf

Section 6. Standard Forms of Contract 56

Section 6. Standard Forms of Contract

The attached Form of Contract shall be used.

Section 6. Standard Forms of Contract 57

CONTRACT FOR CONSULTANTS’ SERVICES

Time-Based

between

[name of the Client]

and

[name of the Consultant]

Dated:

Section 6. Standard Forms of Contract. I. Form of Contract 58

I. Form of Contract

TIME-BASED This CONTRACT (hereinafter called the “Contract”) is made the [day] day of the month of [month], [year], between, on the one hand, [name of client] (hereinafter called the “Client”) and, on the other hand, [name of Consultant] (hereinafter called the “Consultant”). [Note: If the Consultant consist of more than one entity, the above should be partially amended to read as follows: “…(hereinafter called the “Client”) and, on the other hand, a joint venture/consortium/association consisting of the following entities, each of which will be jointly and severally liable to the Client for all the Consultant’s obligations under this Contract, namely, [name of Consultant] and [name of Consultant] (hereinafter called the “Consultant”).] WHEREAS

(a) the Client has requested the Consultant to provide certain consulting services as

defined in this Contract (hereinafter called the “Services”); (b) the Consultant, having represented to the Client that he has the required

professional skills, and personnel and technical resources, has agreed to provide the Services on the terms and conditions set forth in this Contract;

(c) the Client has received a credit from International Development Association (IDA),

a loan from European Bank for Reconstruction and Development (EBRD) and a credit from European Investment Bank (EIB) towards the cost of the Services and intends to apply a portion of the proceeds of this credit to eligible payments under this Contract, it being understood (i) that payments by the Banks will be made only at the request of the Client and upon approval by the Banks, (ii) that such payments will be subject, in all respects, to the terms and conditions of the agreement providing for the credit, and (iii) that no party other than the Client shall derive any rights from the agreement providing for the credit or have any claim to the credit proceeds;

NOW THEREFORE the parties hereto hereby agree as follows: 1. The following documents attached hereto shall be deemed to form an integral part of this

Contract:

(a) The General Conditions of Contract; (b) The Special Conditions of Contract; (c) The following Appendices:

Appendix A: Description of Services Appendix B: Reporting Requirements Appendix C: Personnel and Sub-Consultants – Hours of Work for Key Personnel Appendix D: Cost Estimates in Foreign Currency Appendix E: Cost Estimates in Local Currency Not used

Section 6. Standard Forms of Contract. I. Form of Contract 59

Appendix F: Duties of the Client Appendix G: Form of Advance Payments Guarantee

2. The mutual rights and obligations of the Client and the Consultant shall be as set forth in

the Contract, in particular:

(a) the Consultants shall carry out the Services in accordance with the provisions of the Contract; and

(b) the Client shall make payments to the Consultant accordance with the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written. For and on behalf of [name of Client] [Authorized Representative] For and on behalf of [name of Consultant] [Authorized Representative] [Note: If the Consultant consists of more than one entity, all these entities should appear as signatories, e.g., in the following manner:] For and on behalf of each of the Members of the Consultant [name of member] [Authorized Representative] [name of member] [Authorized Representative]

Section 6. Standard Forms of Contract. II. General Conditions of Contract 60

II. General Conditions of Contract

1. GENERAL PROVISIONS

1.1 Definitions Unless the context otherwise requires, the following terms whenever

used in this Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the force of law in the Government’s country, or in such other country as may be specified in the Special Conditions of Contract (SC), as they may be issued and in force from time to time.

(b) “Bank” means the International Bank for Reconstruction and Development, Washington, D.C., U.S.A., or the International Development Association, Washington, D.C., U.S.A., European Bank for Reconstruction and Development (EBRD)or European Investment Bank (EIB);

(c) “Consultant” means any private or public entity that will provide the Services to the Client under the Contract.

(d) “Contract” means the Contract signed by the Parties and all the attached documents listed in its Clause 1, that is these General Conditions (GC), the Special Conditions (SC), and the Appendices.

(e) “Day” means calendar day.

(f) “Effective Date” means the date on which this Contract comes into force and effect pursuant to Clause GC 2.1.

(g) “Foreign Currency” means any currency other than the currency of the Client’s country.

(h) “GC” means these General Conditions of Contract.

(i) “Government” means the Government of the Client’s country.

(j) “Local Currency” means the currency of the Client’s country.

(k) “Member” means any of the entities that make up the joint venture/consortium/association; and “Members” means all these entities.

(l) “Party” means the Client or the Consultant, as the case may be, and “Parties” means both of them.

(m) “Personnel” means professionals and support staff provided by the Consultants or by any Sub-Consultants and assigned to


perform the Services or any part thereof; “Foreign Personnel” means such professionals and support staff who at the time of being so provided had their domicile outside the Government’s country; “Local Personnel” means such professionals and support staff who at the time of being so provided had their domicile inside the Government’s country; and “Key Personnel” means the Personnel referred to in Clause GC 4.2(a).

(n) “Reimbursable expenses” means all assignment-related costs other than Consultant’s remuneration.

(o) “SC” means the Special Conditions of Contract by which the GC may be amended or supplemented.

(p) “Services” means the work to be performed by the Consultant pursuant to this Contract, as described in Appendix A hereto.

(q) “Sub-Consultants” means any person or entity to whom/which the Consultant subcontracts any part of the Services.

(r) “Third Party” means any person or entity other than the Government, the Client, the Consultant or a Sub-Consultant.

(s) “In writing” means communicated in written form with proof of receipt.

1.2 Relationship Between the Parties

Nothing contained herein shall be construed as establishing a relationship of master and servant or of principal and agent as between the Client and the Consultant. The Consultant, subject to this Contract, has complete charge of Personnel and Sub-Consultants, if any, performing the Services and shall be fully responsible for the Services performed by them or on their behalf hereunder.

1.3 Law Governing Contract

This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Applicable Law.

1.4 Language This Contract has been executed in the language specified in the SC, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract.

1.5 Headings The headings shall not limit, alter or affect the meaning of this Contract.

1.6 Notices 1.6.1 Any notice, request or consent required or permitted to be given or made pursuant to this Contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent to such Party at the address specified in the SC.


1.6.2 A Party may change its address for notice hereunder by giving the other Party notice in writing of such change to the address specified in the SC.

1.7 Location The Services shall be performed at such locations as are specified in Appendix A hereto and, where the location of a particular task is not so specified, at such locations, whether in the Government’s country or elsewhere, as the Client may approve.

1.8 Authority of Member in Charge

In case the Consultant consists of a joint venture/consortium/ association of more than one entity, the Members hereby authorize the entity specified in the SC to act on their behalf in exercising all the Consultant’s rights and obligations towards the Client under this Contract, including without limitation the receiving of instructions and payments from the Client.

1.9 Authorized Representatives

Any action required or permitted to be taken, and any document required or permitted to be executed under this Contract by the Client or the Consultant may be taken or executed by the officials specified in the SC.

1.10 Taxes and Duties The Consultant, Sub-Consultants and Personnel shall pay such indirect taxes, duties, fees and other impositions levied under the Applicable Law as specified in the SC.

1.11 Fraud and Corruption

1.11.1 Definitions It is the Bank’s policy to require that Borrowers (including beneficiaries of Bank loans), as well as Consultants under Bank-financed contracts, observe the highest standard of ethics during the execution of the Contract. In pursuance of this policy, the Bank:

(a) defines, for the purpose of this provision, the terms set forth below as follows:

(i) “corrupt practice” means the offering, receiving, or soliciting, directly or indirectly, of any thing of value to influence the action of a public official in the selection process or in contract execution;

(ii) “fraudulent practice” means a misrepresentation or omission of facts in order to influence a selection process or the execution of a contract;

(iii) “collusive practices” means a scheme or arrangement between two or more consultants, with or without the knowledge of the Borrower, designed to establish prices at artificial, noncompetitive levels;

(iv) “coercive practices” means harming or threatening to harm, directly or indirectly, persons or their property to


influence their participation in a procurement process, or affect the execution of a contract;

1.11.2 Measures to be Taken

(b) will cancel the portion of the loan allocated to a contract if it determines at any time that representatives of the Borrower or of a beneficiary of the loan were engaged in corrupt, fraudulent, collusive or coercive practices during the selection process or the execution of that contract, without the Borrower having taken timely and appropriate action satisfactory to the Bank to remedy the situation;

(c) will sanction a Consultant, including declaring the Consultant ineligible, either indefinitely or for a stated period of time, to be awarded a Bank-financed contract if it at any time determines that the Consultant has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for, or in executing, a Bank-financed contract;

1.11.3 Commis-sions and Fees

(d) will require the successful Consultants to disclose any commissions or fees that may have been paid or are to be paid to agents, representatives, or commission agents with respect to the selection process or execution of the contract. The information disclosed must include at least the name and address of the agent, representative, or commission agent, the amount and currency, and the purpose of the commission or fee.

2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT 2.1 Effectiveness of

Contract This Contract shall come into force and effect on the date (the “Effective Date”) of the Client’s notice to the Consultant instructing the Consultant to begin carrying out the Services. This notice shall confirm that the effectiveness conditions, if any, listed in the SC have been met.


2.2 Termination of Contract for Failure to Become Effective

If this Contract has not become effective within such time period after the date of the Contract signed by the Parties as specified in the SC, either Party may, by not less than twenty one (21) days written notice to the other Party, declare this Contract to be null and void, and in the event of such a declaration by either Party, neither Party shall have any claim against the other Party with respect hereto.

2.3 Commencement of Services

The Consultant shall begin carrying out the Services not later than the number of days after the Effective Date specified in the SC.

2.4 Expiration of Contract

Unless terminated earlier pursuant to Clause GC 2.9 hereof, this Contract shall expire at the end of such time period after the Effective Date as specified in the SC.

2.5 Entire Agreement This Contract contains all covenants, stipulations and provisions agreed by the Parties. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein.

2.6 Modifications or Variations

(a) Any modification or variation of the terms and conditions of this Contract, including any modification or variation of the scope of the Services, may only be made by written agreement between the Parties. Pursuant to Clause GC 7.2 here of, however, each Party shall give due consideration to any proposals for modification or variation made by the other Party.

(b) In cases of substantial modifications or variations, the prior written consent of the Bank is required.

2.7 Force Majeure

2.7.1 Definition (a) For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of a Party, is not foreseeable, is unavoidable, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by Government agencies.

(b) Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or such Party’s Sub-Consultants or agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected both to take into account at the time of the conclusion


of this Contract, and avoid or overcome in the carrying out of its obligations hereunder.

(c) Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.

2.7.2 No Breach of Contract

The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Contract.

2.7.3 Measures to be Taken

(a) A Party affected by an event of Force Majeure shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall take all reasonable measures to minimize the consequences of any event of Force Majeure.

(b) A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any case not later than fourteen (14) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give written notice of the restoration of normal conditions as soon as possible.

(c) Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

(d) During the period of their inability to perform the Services as a result of an event of Force Majeure, the Consultant, upon instructions by the Client, shall either:

(i) demobilize, in which case the Consultant shall be reimbursed for additional costs they reasonably and necessarily incurred, and, if required by the Client, in reactivating the Services; or

(ii) continue with the Services to the extent possible, in which case the Consultant shall continue to be paid under the terms of this Contract and be reimbursed for additional costs reasonably and necessarily incurred.

(e) In the case of disagreement between the Parties as to the existence or extent of Force Majeure, the matter shall be settled according to Clause GC 8.

2.8 Suspension The Client may, by written notice of suspension to the Consultant, suspend all payments to the Consultant hereunder if the Consultant fails to perform any of its obligations under this Contract, including


the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall request the Consultant to remedy such failure within a period not exceeding thirty (30) days after receipt by the Consultant of such notice of suspension.

2.9 Termination

2.9.1 By the Client

The Client may terminate this Contract in case of the occurrence of any of the events specified in paragraphs (a) through (g) of this Clause GC 2.9.1. In such an occurrence the Client shall give a not less than thirty (30) days’ written notice of termination to the Consultants, and sixty (60) days’ in case of the event referred to in (g).

(a) If the Consultant fails to remedy a failure in the performance of its obligations hereunder, as specified in a notice of suspension pursuant to Clause GC 2.8 hereinabove, within thirty (30) days of receipt of such notice of suspension or within such further period as the Client may have subsequently approved in writing.

(b) If the Consultant becomes (or, if the Consultant consists of more than one entity, if any of its Members becomes) insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary.

(c) If the Consultant fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause GC 8 hereof.

(d) If the Consultant, in the judgment of the Client, has engaged in corrupt or fraudulent practices in competing for or in executing this Contract.

(e) If the Consultant submits to the Client a false statement which has a material effect on the rights, obligations or interests of the Client.

(f) If, as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than sixty (60) days.

(g) If the Client, in its sole discretion and for any reason whatsoever, decides to terminate this Contract.

2.9.2 By the Consultant

The Consultant may terminate this Contract, by not less than thirty (30) days’ written notice to the Client, in case of the occurrence of any of the events specified in paragraphs (a) through (d) of this


Clause GC 2.9.2.

(a) If the Client fails to pay any money due to the Consultant pursuant to this Contract and not subject to dispute pursuant to Clause GC 8 hereof within forty-five (45) days after receiving written notice from the Consultant that such payment is overdue.

(b) If, as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than sixty (60) days.

(c) If the Client fails to comply with any final decision reached as a result of arbitration pursuant to Clause GC 8 hereof.

(d) If the Client is in material breach of its obligations pursuant to this Contract and has not remedied the same within forty-five (45) days (or such longer period as the Consultant may have subsequently approved in writing) following the receipt by the Client of the Consultant’s notice specifying such breach.

2.9.3 Cessation of Rights and Obligations

Upon termination of this Contract pursuant to Clauses GC 2.2 or GC 2.9 hereof, or upon expiration of this Contract pursuant to Clause GC 2.4 hereof, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, (ii) the obligation of confidentiality set forth in Clause GC 3.3 hereof, (iii) the Consultant’s obligation to permit inspection, copying and auditing of their accounts and records set forth in Clause GC 3.6 hereof, and (iv) any right which a Party may have under the Applicable Law.

2.9.4 Cessation of Services

Upon termination of this Contract by notice of either Party to the other pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, the Consultant shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the Consultant and equipment and materials furnished by the Client, the Consultant shall proceed as provided, respectively, by Clauses GC 3.9 or GC 3.10 hereof.

2.9.5 Payment upon Termination

Upon termination of this Contract pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, the Client shall make the following payments to the Consultant:

(a) remuneration pursuant to Clause GC 6 hereof for Services satisfactorily performed prior to the effective date of termination, and reimbursable expenditures pursuant to Clause GC 6 hereof for expenditures actually incurred prior to the effective date of termination; and


(b) except in the case of termination pursuant to paragraphs (a) through (e) of Clause GC 2.9.1 hereof, reimbursement of any reasonable cost incidental to the prompt and orderly termination of this Contract including the cost of the return travel of the Personnel and their eligible dependents.

2.9.6 Disputes about Events of Termination

If either Party disputes whether an event specified in paragraphs (a) through (f) of Clause GC 2.9.1 or in Clause GC 2.9.2 hereof has occurred, such Party may, within forty-five (45) days after receipt of notice of termination from the other Party, refer the matter to Clause GC 8 hereof, and this Contract shall not be terminated on account of such event except in accordance with the terms of any resulting arbitral award.

3. OBLIGATIONS OF THE CONSULTANT

3.1 General

3.1.1 Standard of Performance

The Consultant shall perform the Services and carry out their obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. The Consultant shall always act, in respect of any matter relating to this Contract or to the Services, as faithful adviser to the Client, and shall at all times support and safeguard the Client’s legitimate interests in any dealings with Sub-Consultants or Third Parties.

3.1.2 Law Governing Services

The Consultant shall perform the Services in accordance with the Applicable Law and shall take all practicable steps to ensure that any Sub-Consultants, as well as the Personnel of the Consultant and any Sub-Consultants, comply with the Applicable Law. The Client shall notify the Consultant in writing of relevant local customs, and the Consultant shall, after such notification, respect such customs.

3.2 Conflict of Interests

The Consultant shall hold the Client’s interests paramount, without any consideration for future work, and strictly avoid conflict with other assignments or their own corporate interests.

3.2.1 Consultant Not to Benefit from Commis-sions, Discounts, etc.

(a) The payment of the Consultant pursuant to Clause GC 6 hereof shall constitute the Consultant’s only payment in connection with this Contract and, subject to Clause GC 3.2.2 hereof, the Consultant shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or in the discharge of its


obligations hereunder, and the Consultant shall use its best efforts to ensure that any Sub-Consultants, as well as the Personnel and agents of either of them, similarly shall not receive any such additional payment.

(b) Furthermore, if the Consultant, as part of the Services, has the responsibility of advising the Client on the procurement of goods, works or services, the Consultant shall comply with the Bank’s applicable procurement guidelines, and shall at all times exercise such responsibility in the best interest of the Client. Any discounts or commissions obtained by the Consultant in the exercise of such procurement responsibility shall be for the account of the Client.

3.2.2 Consultant and Affiliates Not to Engage in Certain Activities

The Consultant agrees that, during the term of this Contract and after its termination, the Consultant and any entity affiliated with the Consultant, as well as any Sub-Consultants and any entity affiliated with such Sub-Consultants, shall be disqualified from providing goods, works or services (other than consulting services) resulting from or directly related to the Consultant’s Services for the preparation or implementation of the project.

3.2.3 Prohibition of Conflicting Activities

The Consultant shall not engage, and shall cause their Personnel as well as their Sub-Consultants and their Personnel not to engage, either directly or indirectly, in any business or professional activities that would conflict with the activities assigned to them under this Contract.

3.3 Confidentiality Except with the prior written consent of the Client, the Consultant and the Personnel shall not at any time communicate to any person or entity any confidential information acquired in the course of the Services, nor shall the Consultant and the Personnel make public the recommendations formulated in the course of, or as a result of, the Services.

3.4 Liability of the Consultant

Subject to additional provisions, if any, set forth in the SC, the Consultants’ liability under this Contract shall be provided by the Applicable Law.

3.5 Insurance to be Taken out by the Consultant

The Consultant (i) shall take out and maintain, and shall cause any Sub-Consultants to take out and maintain, at their (or the Sub-Consultants’, as the case may be) own cost but on terms and conditions approved by the Client, insurance against the risks, and for the coverages specified in the SC, and (ii) at the Client’s request, shall provide evidence to the Client showing that such insurance has been taken out and maintained and that the current premiums therefore have been paid.

3.6 Accounting, Inspection and

The Consultant (i) shall keep accurate and systematic accounts and records in respect of the Services hereunder, in accordance with


Auditing internationally accepted accounting principles and in such form and detail as will clearly identify all relevant time changes and costs, and the bases thereof, and (ii) shall periodically permit the Client or its designated representative and/or the Bank, and up to five years from expiration or termination of this Contract, to inspect the same and make copies thereof as well as to have them audited by auditors appointed by the Client or the Bank, if so required by the Client or the Bank as the case may be.

3.7 Consultant’s Actions Requiring Client’s Prior Approval

The Consultant shall obtain the Client’s prior approval in writing before taking any of the following actions:

(a) Any change or addition to the Personnel listed in Appendix C.

(b) Subcontracts: the Consultant may subcontract work relating to the Services to an extent and with such experts and entities as may be approved in advance by the Client. Notwithstanding such approval, the Consultant shall retain full responsibility for the Services. In the event that any Sub-Consultants are found by the Client to be incompetent or incapable in discharging assigned duties, the Client may request the Consultant to provide a replacement, with qualifications and experience acceptable to the Client, or to resume the performance of the Services itself.

(c) Any other action that may be specified in the SC.

3.8 Reporting Obligations

The Consultant shall submit to the Client the reports and documents specified in Appendix B hereto, in the form, in the numbers and within the time periods set forth in the said Appendix. Final reports shall be delivered in CD ROM in addition to the hard copies specified in said Appendix.

3.9 Documents Prepared by the Consultant to be the Property of the Client

All plans, drawings, specifications, designs, reports, other documents and software prepared by the Consultant for the Client under this Contract shall become and remain the property of the Client, and the Consultant shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Client, together with a detailed inventory thereof. The Consultant may retain a copy of such documents and software, and use such software for their own use with prior written approval of the Client. If license agreements are necessary or appropriate between the Consultant and third parties for purposes of development of any such computer programs, the Consultant shall obtain the Client’s prior written approval to such agreements, and the Client shall be entitled at its discretion to require recovering the expenses related to the development of the program(s) concerned. Other restrictions about the future use of these documents and software, if any, shall be specified in the SC.

3.10 Equipment, Vehicles and Materials

Equipment, vehicles and materials made available to the Consultant by the Client, or purchased by the Consultant wholly or partly with funds provided by the Client, shall be the property of the Client and


Furnished by the Client

shall be marked accordingly. Upon termination or expiration of this Contract, the Consultant shall make available to the Client an inventory of such equipment, vehicles and materials and shall dispose of such equipment and materials in accordance with the Client’s instructions. While in possession of such equipment, vehicles and materials, the Consultant, unless otherwise instructed by the Client in writing, shall insure them at the expense of the Client in an amount equal to their full replacement value.

3.11 Equipment and Materials Provided by the Consultants

Equipment or materials brought into the Government’s country by the Consultant and the Personnel and used either for the Project or personal use shall remain the property of the Consultant or the Personnel concerned, as applicable.

4. CONSULTANTS’ PERSONNEL AND SUB-CONSULTANTS

4.1 General The Consultant shall employ and provide such qualified and experienced Personnel and Sub-Consultants as are required to carry out the Services.

4.2 Description of Personnel

(a) The title, agreed job description, minimum qualification and estimated period of engagement in the carrying out of the Services of each of the Consultant’s Key Personnel are described in Appendix C. If any of the Key Personnel has already been approved by the Client, his/her name is listed as well.

(b) If required to comply with the provisions of Clause GC 3.1.1 hereof, adjustments with respect to the estimated periods of engagement of Key Personnel set forth in Appendix C may be made by the Consultant by written notice to the Client, provided (i) that such adjustments shall not alter the originally estimated period of engagement of any individual by more than 10% or one week, whichever is larger, and (ii) that the aggregate of such adjustments shall not cause payments under this Contract to exceed the ceilings set forth in Clause GC 6.1(b) of this Contract. Any other such adjustments shall only be made with the Client’s written approval.

(c) If additional work is required beyond the scope of the Services specified in Appendix A, the estimated periods of engagement of Key Personnel set forth in Appendix C may be increased by agreement in writing between the Client and the Consultant. In case where payments under this Contract exceed the ceilings set forth in Clause GC 6.1(b) of this Contract, this will be explicitly mentioned in the agreement.


4.3 Approval of Personnel

The Key Personnel and Sub-Consultants listed by title as well as by name in Appendix C are hereby approved by the Client. In respect of other Personnel which the Consultant proposes to use in the carrying out of the Services, the Consultant shall submit to the Client for review and approval a copy of their Curricula Vitae (CVs). If the Client does not object in writing (stating the reasons for the objection) within twenty-one (21) days from the date of receipt of such CVs, such Personnel shall be deemed to have been approved by the Client.

4.4 Working Hours, Overtime, Leave, etc.

(a) Working hours and holidays for Key Personnel are set forth in Appendix C hereto. To account for travel time, Foreign Personnel carrying out Services inside the Client’s country shall be deemed to have commenced, or finished work in respect of the Services such number of days before their arrival in, or after their departure from the Client’s country as is specified in Appendix C hereto.

(b) The Key Personnel shall not be entitled to be paid for overtime nor to take paid sick leave or vacation leave except as specified in Appendix C hereto, and except as specified in such Appendix, the Consultant’s remuneration shall be deemed to cover these items. All leave to be allowed to the Personnel is included in the staff-months of service set forth in Appendix C. Any taking of leave by Personnel shall be subject to the prior approval by the Consultant who shall ensure that absence for leave purposes will not delay the progress and adequate supervision of the Services.

4.5 Removal and/or Replacement of Personnel

(a) Except as the Client may otherwise agree, no changes shall be made in the Personnel. If, for any reason beyond the reasonable control of the Consultant, such as retirement, death, medical incapacity, among others, it becomes necessary to replace any of the Personnel, the Consultant shall forthwith provide as a replacement a person of equivalent or better qualifications.

(b) If the Client (i) finds that any of the Personnel has committed serious misconduct or has been charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Consultant shall, at the Client’s written request specifying the grounds therefore, forthwith provide as a replacement a person with qualifications and experience acceptable to the Client.

(c) Any of the Personnel provided as a replacement under Clauses (a) and (b) above, as well as any reimbursable expenditures (including expenditures due to the number of eligible dependents) the Consultants may wish to claim as a result of such replacement, shall be subject to the prior written approval


by the Client. The rate of remuneration applicable to a replacement person will be obtained by multiplying the rate of remuneration applicable to the replaced person by the ratio between the monthly salary to be effectively paid to the replacement person and the average salary effectively paid to the replaced person in the period of six months prior to the date of replacement. Except as the Client may otherwise agree, (i) the Consultant shall bear all additional travel and other costs arising out of or incidental to any removal and/or replacement, and (ii) the remuneration to be paid for any of the Personnel provided as a replacement shall not exceed the remuneration which would have been payable to the Personnel replaced.

4.6 Resident Project Manager

If required by the SC, the Consultant shall ensure that at all times during the Consultant’s performance of the Services in the Government’s country a resident project manager, acceptable to the Client, shall take charge of the performance of such Services.

5. OBLIGATIONS OF THE CLIENT

5.1 Assistance and Exemptions

Unless otherwise specified in the SC, the Client shall use its best efforts to ensure that the Government shall:

(a) Provide the Consultant, Sub-Consultants and Personnel with work permits and such other documents as shall be necessary to enable the Consultant, Sub-Consultants or Personnel to perform the Services.

(b) Arrange for the Personnel and, if appropriate, their eligible dependents to be provided promptly with all necessary entry and exit visas, residence permits, exchange permits and any other documents required for their stay in the Government’s country.

(c) Facilitate prompt clearance through customs of any property required for the Services and of the personal effects of the Personnel and their eligible dependents.

(d) Issue to officials, agents and representatives of the Government all such instructions as may be necessary or appropriate for the prompt and effective implementation of the Services.

(e) Exempt the Consultant and the Personnel and any Sub-Consultants employed by the Consultant for the Services from any requirement to register or obtain any permit to practice their profession or to establish themselves either individually or as a corporate entity according to the Applicable Law.

(f) Grant to the Consultant, any Sub-Consultants and the Personnel


of either of them the privilege, pursuant to the Applicable Law, of bringing into the Government’s country reasonable amounts of foreign currency for the purposes of the Services or for the personal use of the Personnel and their dependents and of withdrawing any such amounts as may be earned therein by the Personnel in the execution of the Services.

(g) Provide to the Consultant, Sub-Consultants and Personnel any such other assistance as may be specified in the SC.

5.2 Access to Land The Client warrants that the Consultant shall have, free of charge, unimpeded access to all land in the Government’s country in respect of which access is required for the performance of the Services. The Client will be responsible for any damage to such land or any property thereon resulting from such access and will indemnify the Consultant and each of the Personnel in respect of liability for any such damage, unless such damage is caused by the default or negligence of the Consultant or any Sub-Consultants or the Personnel of either of them.

5.3 Change in the Applicable Law Related to Taxes and Duties

If, after the date of this Contract, there is any change in the Applicable Law with respect to taxes and duties which increases or decreases the cost incurred by the Consultant in performing the Services, then the remuneration and reimbursable expenses otherwise payable to the Consultant under this Contract shall be increased or decreased accordingly by agreement between the Parties hereto, and corresponding adjustments shall be made to the ceiling amounts specified in Clause GC 6.1(b).

5.4 Services, Facilities and Property of the Client

(a) The Client shall make available to the Consultant and the Personnel, for the purposes of the Services and free of any charge, the services, facilities and property described in Appendix F at the times and in the manner specified in said Appendix F.

(b) In case that such services, facilities and property shall not be made available to the Consultant as and when specified in Appendix F, the Parties shall agree on (i) any time extension that it may be appropriate to grant to the Consultant for the performance of the Services, (ii) the manner in which the Consultant shall procure any such services, facilities and property from other sources, and (iii) the additional payments, if any, to be made to the Consultant as a result thereof pursuant to Clause GC 6.1(c) hereinafter.

5.5 Payment In consideration of the Services performed by the Consultant under this Contract, the Client shall make to the Consultant such payments and in such manner as is provided by Clause GC 6 of this Contract.

5.6 Counterpart Personnel

(a) The Client shall make available to the Consultant free of charge such professional and support counterpart personnel, to


be nominated by the Client with the Consultant’s advice, if specified in Appendix F.

(b) If counterpart personnel are not provided by the Client to the Consultant as and when specified in Appendix F, the Client and the Consultant shall agree on (i) how the affected part of the Services shall be carried out, and (ii) the additional payments, if any, to be made by the Client to the Consultant as a result thereof pursuant to Clause GC 6.1(c) hereof.

(c) Professional and support counterpart personnel, excluding Client’s liaison personnel, shall work under the exclusive direction of the Consultant. If any member of the counterpart personnel fails to perform adequately any work assigned to such member by the Consultant that is consistent with the position occupied by such member, the Consultant may request the replacement of such member, and the Client shall not unreasonably refuse to act upon such request.

6. PAYMENTS TO THE CONSULTANT

6.1 Cost Estimates;

Ceiling Amount (a) An estimate of the cost of the Services payable in foreign currency

is set forth in Appendix D. An estimate of the cost of the Services payable in local currency is set forth in Appendix E.

(b) Except as may be otherwise agreed under Clause GC 2.6 and subject to Clause GC 6.1(c), payments under this Contract shall not exceed the ceilings in foreign currency and in local currency specified in the SC.

(c) Notwithstanding Clause GC 6.1(b) hereof, if pursuant to any of the Clauses GC 5.3, 5.4 or 5.6 hereof, the Parties shall agree that additional payments in local and/or foreign currency, as the case may be, shall be made to the Consultant in order to cover any necessary additional expenditures not envisaged in the cost estimates referred to in Clause GC 6.1(a) above, the ceiling or ceilings, as the case may be, set forth in Clause GC 6.1(b) above shall be increased by the amount or amounts, as the case may be, of any such additional payments.

6.2 Remuneration and Reimbursable Expenses

(a) Subject to the ceilings specified in Clause GC 6.1(b) hereof, the Client shall pay to the Consultant (i) remuneration as set forth in Clause GC 6.2(b) hereunder, and (ii) reimbursable expenses as set forth in Clause GC 6.2(c) hereunder. Unless otherwise specified in the SC, said remuneration shall be fixed for the duration of the Contract.

(b) Payment for the Personnel shall be determined on the basis of time actually spent by such Personnel in the performance of the Services after the date determined in accordance with Clause


GC 2.3 and Clause SC 2.3 (or such other date as the Parties shall agree in writing), at the rates referred to in Clause SC 6.2(b), and subject to price adjustment, if any, specified in Clause SC 6.2(a).

(c) Reimbursable expenses actually and reasonably incurred by the Consultant in the performance of the Services, as specified in Clause SC 6.2(c).

(d) The remuneration rates referred to under paragraph (b) here above shall cover: (i) such salaries and allowances as the Consultant shall have agreed to pay to the Personnel as well as factors for social charges and overhead (bonuses or other means of profit-sharing shall not be allowed as an element of overhead), (ii) the cost of backstopping by home office staff not included in the Personnel listed in Appendix C, and (iii) the Consultant’s fee.

(e) Any rates specified for Personnel not yet appointed shall be provisional and shall be subject to revision, with the written approval of the Client, once the applicable salaries and allowances are known.

(f) Payments for periods of less than one month shall be calculated on an hourly basis for actual time spent in the Consultant’s home office and directly attributable to the Services (one hour being equivalent to 1/176th of a month) and on a calendar-day basis for time spent away from home office (one day being equivalent to 1/30th of a month).

6.3 Currency of Payment

Foreign currency payments shall be made in the currency or currencies specified in the SC, and local currency payments shall be made in the currency of the Client’s country.

6.4 Mode of Billing and Payment

Billings and payments in respect of the Services shall be made as follows:

(a) Within the number of days after the Effective Date specified in the SC, the Client shall cause to be paid to the Consultant advance payments in foreign currency and in local currency as specified in the SC. When the SC indicate advance payment, this will be due after provision by the Consultant to the Client of an advance payment guarantee acceptable to the Client in an amount (or amounts) and in a currency (or currencies) specified in the SC. Such guarantee (i) to remain effective until the advance payment has been fully set off, and (ii) to be in the form set forth in Appendix G hereto, or in such other form as the Client shall have approved in writing. The advance payments will be set off by the Client in equal installments against the statements for the number of months of the Services specified in the SC until said advance payments have been fully


set off.

(b) As soon as practicable and not later than fifteen (15) days after the end of each calendar month during the period of the Services, or after the end of each time intervals otherwise indicated in the SC, the Consultant shall submit to the Client, in duplicate, itemized statements, accompanied by copies of invoices, vouchers and other appropriate supporting materials, of the amounts payable pursuant to Clauses GC 6.3 and GC 6.4 for such month, or any other period indicated in the SC. Separate statements shall be submitted in respect of amounts payable in foreign currency and in local currency. Each statement shall distinguish that portion of the total eligible costs which pertains to remuneration from that portion which pertains to reimbursable expenses.

(c) The Client shall pay the Consultant’s statements within sixty (60) days after the receipt by the Client of such statements with supporting documents. Only such portion of a statement that is not satisfactorily supported may be withheld from payment. Should any discrepancy be found to exist between actual payment and costs authorized to be incurred by the Consultant, the Client may add or subtract the difference from any subsequent payments. Interest at the annual rate specified in the SC shall become payable as from the above due date on any amount due by, but not paid on, such due date.

(d) The final payment under this Clause shall be made only after the final report and a final statement, identified as such, shall have been submitted by the Consultant and approved as satisfactory by the Client. The Services shall be deemed completed and finally accepted by the Client and the final report and final statement shall be deemed approved by the Client as satisfactory ninety (90) calendar days after receipt of the final report and final statement by the Client unless the Client, within such ninety (90) day period, gives written notice to the Consultant specifying in detail deficiencies in the Services, the final report or final statement.The Consultant shall thereupon promptly make any necessary corrections, and thereafter the foregoing process shall be repeated. Any amount, which the Client has paid or caused to be paid in accordance with this Clause in excess of the amounts actually payable in accordance with the provisions of this Contract, shall be reimbursed by the Consultant to the Client within thirty (30) days after receipt by the Consultant of notice thereof. Any such claim by the Client for reimbursement must be made within twelve (12) calendar months after receipt by the Client of a final report and a final statement approved by the Client in accordance with the above.

(e) All payments under this Contract shall be made to the accounts


of the Consultant specified in the SC.

(f) Payments in respect of remuneration or reimbursable expenses, which exceed the cost estimates for these items as set forth in Appendices D and E, may be charged to the respective contingencies provided for foreign and local currencies only if such expenditures were approved by the Client prior to being incurred.

(g) With the exception of the final payment under (d) above, payments do not constitute acceptance of the Services nor relieve the Consultant of any obligations hereunder.

7. FAIRNESS AND GOOD FAITH

7.1 Good Faith The Parties undertake to act in good faith with respect to each other’s rights under this Contract and to adopt all reasonable measures to ensure the realization of the objectives of this Contract.

7.2 Operation of the Contract

The Parties recognize that it is impractical in this Contract to provide for every contingency which may arise during the life of the Contract, and the Parties hereby agree that it is their intention that this Contract shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Contract either Party believes that this Contract is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but no failure to agree on any action pursuant to this Clause shall give rise to a dispute subject to arbitration in accordance with Clause GC 8 hereof.

8. SETTLEMENT OF DISPUTES

8.1 Amicable

Settlement If either Party objects to any action or inaction of the other Party, the objecting Party may file a written Notice of Dispute to the other Party providing in detail the basis of the dispute. The Party receiving the Notice of Dispute will consider it and respond in writing within 14 days after receipt. If that Party fails to respond within 14 days, or the dispute cannot be amicably settled within 14 days following the response of that Party, Clause GC 8.2 shall apply.

8.2 Dispute Resolution

Any dispute between the Parties as to matters arising pursuant to this Contract that cannot be settled amicably according to Clause GC 8.1 may be submitted by either Party for settlement in accordance with the provisions specified in the SC.

Section 6. Standard Forms of Contract. III. Special Conditions of Contract 79

III. Special Conditions of Contract

Number of GC

Clause Amendments of, and Supplements to, Clauses in the General

Conditions of Contract

{1.1(a)} The words “in the Government’s country” are amended to read “in Republic of Moldova.”

1.4 The language is English.

1.6 The addresses are: Client : S.E.Administratia de Stat a Drumurilor 12 A Bucuriei str., MD2004, Chisinau Attention : Mr. Vitalie Panurco Facsimile : +373 22 22 12 19 Consultant : Attention : Facsimile :

{1.8}

The Member in Charge is [insert name of member]}

1.9 The Authorized Representatives are: For the Client: Mr. Vitalie Panurco For the Consultant:

1.10 The Client warrants that the Consultant, the Sub-Consultants and the Personnel shall be exempt from (or that the Client shall pay on behalf of the Consultant, the Sub-Consultants and the Personnel, or shall reimburse the Consultant, the Sub-Consultants and the Personnel for) any indirect taxes, duties, fees, levies and other impositions imposed, under the Applicable Law, on the Consultant, the Sub-Consultants and the Personnel in respect of:

(a) any payments whatsoever made to the Consultant, Sub-Consultants and the Personnel (other than nationals or permanent residents of the Government’s country), in connection with the carrying out of the Services;

(b) any equipment, materials and supplies brought into the Government’s country by the Consultant or Sub-Consultants for the purpose of carrying out the Services and which, after having been brought into such territories, will be subsequently withdrawn there from by them;


(c) any equipment imported for the purpose of carrying out the Services and paid for out of funds provided by the Client and which is treated as property of the Client;

(d) any property brought into the Government’s country by the Consultant, any Sub-Consultants or the Personnel (other than nationals or permanent residents of the Government’s country), or the eligible dependents of such Personnel for their personal use and which will subsequently be withdrawn there from by them upon their respective departure from the Government’s country, provided that:

(1) the Consultant, Sub-Consultants and Personnel, and their eligible dependents, shall follow the usual customs procedures of the Government’s country in importing property into the Government’s country; and

(2) if the Consultant, Sub-Consultants or Personnel, or theireligible

dependents, do not withdraw but dispose of any property in the Government’s country upon which customs duties and taxes have been exempted, the Consultant, Sub-Consultants or Personnel, as the case may be, (i) shall bear such customs duties and taxes in conformity with the regulations of the Government’s country, or (ii) shall reimburse them to the Client if they were paid by the Client at the time the property in question was brought into the Government’s country.

2.2 The time period shall be thirty six months.

2.3 The time period shall be 15 days.

2.4 The time period shall be thirty six months.

3.4 Not applicable.

3.5

The risks and the coverage shall be as follows: (a) Third Party motor vehicle liability insurance in respect of motor

vehicles operated in the Government’s country by the Consultant or its Personnel or any Sub-Consultants or their Personnel, with a minimum coverage of USD10,000;

(b) Third Party liability insurance, with a minimum coverage of

USD10,000; (c) professional liability insurance, with a minimum coverage of

contract amount equivalent; (d) employer’s liability and workers’ compensation insurance in respect

of the Personnel of the Consultant and of any Sub-Consultants, in accordance with the relevant provisions of the Applicable Law, as


well as, with respect to such Personnel, any such life, health, accident, travel or other insurance as may be appropriate; and

(e) insurance against loss of or damage to (i) equipment purchased in

whole or in part with funds provided under this Contract, (ii) the Consultant’s property used in the performance of the Services, and (iii) any documents prepared by the Consultant in the performance of the Services.

{3.7 (c)}

The other actions are: taking any action in respect of any project supplier, contractor or consultant, in the course of performance of its duties, the written approval of the Client is required.

{3.9}

The Client shall not use these documents and software for purposes unrelated to this Contract without the prior written approval of the Consultant.

{4.6}

The person designated as resident project manager in Appendix C shall serve in that capacity, as specified in Clause GC 4.6.

{5.1} Not applicable.

{5.1(g)} Not applicable.

6.1(b) The ceiling in foreign currency or currencies is: [insert amount and currency for each currency] The ceiling in local currency is: [insert amount and currency]

{6.2(a)} Payments for remuneration made in accordance with Clause GC 6.2(a) in foreign and/or local currency shall be adjusted as follows: (a) Remuneration paid in foreign currency pursuant to the rates set forth

in Appendix D shall be adjusted every 12 months (and, the first time, with effect for the remuneration earned in the 13th calendar month after the date of the Contract) by applying the following formula:

fo

ffof

IIRR ×=

where Rf is the adjusted remuneration, Rfo is the remuneration payable on the basis of the rates set forth in Appendix F for remuneration payable in foreign currency, If is the official index for salaries in the country of the foreign currency for the first month for which the adjustment is supposed to have effect, and Ifo is the official index for salaries in the country of the foreign currency for the month of the date of the Contract.

(b) Remuneration paid in local currency pursuant to the rates set forth in Appendix E shall be adjusted every 12 months (and, for the first time, with effect for the remuneration earned in the 13th calendar


month after the date of the Contract) by applying the following formula:

lo

llol

IIRR ×=

where Rl is the adjusted remuneration, Rlo is the remuneration payable on the basis of the rates set forth in Appendix E for remuneration payable in local currency, Il is the official index for salaries in the Client’s country for the first month for which the adjustment is to have effect and, Ilo is the official index for salaries in the Client’s country for the month of the date of the Contract.

6.2(b)

The rates for Foreign Personnel and for the Local Personnel to be paid in foreign currency are set forth in Appendix D, and the rates for Local Personnel to be paid in local currency are set forth in Appendix E.

6.2(c) The Reimbursable expenses to be paid in foreign currency are set forth in Appendix D, and the Reimbursable expenses to be paid in local currency are set forth in Appendix E.

6.3 The foreign currency [currencies] shall be the following: (i) [name of foreign currency] (ii) [name of foreign currency or currencies]

6.4(a) The following provisions shall apply to the advance payment and the advance payment guarantee: (1) An advance payment [of [insert amount] in foreign currency] [and of

[insert amount] in local currency] shall be made within 20 days after the Effective Date. The advance payment will be set off by the Client in equal installments against the statements for the first three months of the Services until the advance payment has been fully set off.

(2) The advance payment guarantee shall be in the amount and in the currency of the foreign currency portion of the advance payment.

{6.4(b)} Provision of GC 6.4 (b) should apply.

6.4(c) The interest rate is LIBOR+1%.

6.4(e) The accounts are: for foreign currency: [insert account]. for local currency: [insert account].


8.2

Disputes shall be settled by arbitration in accordance with the following provisions:

1. Selection of Arbitrators. Each dispute submitted by a Party to arbitration shall be heard by a sole arbitrator or an arbitration panel composed of three arbitrators, in accordance with the following provisions: (a) Where the Parties agree that the dispute concerns a technical

matter, they may agree to appoint a sole arbitrator or, failing agreement on the identity of such sole arbitrator within thirty (30) days after receipt by the other Party of the proposal of a name for such an appointment by the Party who initiated the proceedings, either Party may apply to Federation Internationale des Ingenieurs-Conseil (FIDIC) of Lausanne, Switzerland for a list of not fewer than five nominees and, on receipt of such list, the Parties shall alternately strike names there from, and the last remaining nominee on the list shall be the sole arbitrator for the matter in dispute. If the last remaining nominee has not been determined in this manner within sixty (60) days of the date of the list, Federation Internationale des Ingenieurs-Conseil (FIDIC) of Lausanne, Switzerland shall appoint, upon the request of either Party and from such list or otherwise, a sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns a

technical matter, the Client and the Consultant shall each appoint one arbitrator, and these two arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration panel. If the arbitrators named by the Parties do not succeed in appointing a third arbitrator within thirty (30) days after the latter of the two arbitrators named by the Parties has been appointed, the third arbitrator shall, at the request of either Party, be appointed International Chamber of Commerce, Paris.

(c) If, in a dispute subject to Clause SC 8.2 1.(b), one Party fails to appoint its arbitrator within thirty (30) days after the other Party has appointed its arbitrator, the Party which has named an arbitrator may apply to the International Chamber of Commerce, Paris to appoint a sole arbitrator for the matter in dispute, and the arbitrator appointed pursuant to such application shall be the sole arbitrator for that dispute.

2. Rules of Procedure. Except as stated herein, arbitration proceedings

shall be conducted in accordance with the rules of procedure for arbitration of the United Nations Commission on International Trade Law (UNCITRAL) as in force on the date of this Contract.

3. Substitute Arbitrators. If for any reason an arbitrator is unable to

perform his function, a substitute shall be appointed in the same


manner as the original arbitrator. 4. Nationality and Qualifications of Arbitrators. The sole arbitrator or

the third arbitrator appointed pursuant to paragraphs (a) through (c) of Clause SC 8.2 1 hereof shall be an internationally recognized legal or technical expert with extensive experience in relation to the matter in dispute and shall not be a national of the Consultant’s home country [Note: If the Consultant consists of more than one entity, add: or of the home country of any of their Members or Parties] or of the Government’s country. For the purposes of this Clause, “home country” means any of:

(a) the country of incorporation of the Consultant [Note: If the

Consultant consists of more than one entity, add: or of any of their Members or Parties]; or

(b) the country in which the Consultant’s [or any of their

Members’ or Parties’] principal place of business is located; or (c) the country of nationality of a majority of the Consultant’s [or

of any Members’ or Parties’] shareholders; or (d) the country of nationality of the Sub-Consultants concerned,

where the dispute involves a subcontract.

5. Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed by the Parties, be held in Switzerland;

(b) the English language shall be the official language for all

purposes; and

(c) the decision of the sole arbitrator or of a majority of the arbitrators (or of the third arbitrator if there is no such majority) shall be final and binding and shall be enforceable in any court of competent jurisdiction, and the Parties hereby waive any objections to or claims of immunity in respect of such enforcement.


MODEL FORM I See Note to Form on Clause SC 6.2(b)(ii)

Breakdown of Agreed Fixed Rates in Consultant’s Contract

We hereby confirm that we have agreed to pay to the staff members listed, who will be involved in this assignment, the basic salaries and away from headquarters allowances (if applicable) indicated below:

(Expressed in [insert name of currency]) Personnel 1 2 3 4 5 6 7 8

Name Position Basic Salary per

Working Month/Day/Year

Social Charges1 Overhead1 Subtotal Fee2

Away from Headquarters Allowance

Agreed Fixed Rate per Working

Month/Day/Hour

Agreed Fixed Rate per Working

Month/Day/Hour1

Home Office

Field

1 Expressed as percentage of 1 2 Expressed as percentage of 4 Signature Date Name: Title:

Section 6. Standard Forms of Contract. IV. Appendices 86

IV. Appendices

APPENDIX A – DESCRIPTION OF SERVICES Note: This Appendix will include the final Terms of Reference worked out by the Client and the Consultants during technical negotiations, dates for completion of various tasks, place of performance for different tasks, specific tasks to be approved by Client, etc.


APPENDIX B - REPORTING REQUIREMENTS

Note: List format, frequency, and contents of reports; persons to receive them; dates of submission; etc. Will be transferred from the ToR at the contract negotiations.


APPENDIX C - KEY PERSONNEL AND SUB-CONSULTANTS - HOURS OF WORK FOR KEY PERSONNEL

Note: List under: C-1 Titles [and names, if already available], detailed job descriptions and minimum

qualifications of Key foreign Personnel to be assigned to work in the Government’s country, and staff-months for each.

C-2 Same information as C-1 for Key local Personnel. C-3 Same as C-1 for Key Personnel to be assigned to work outside the Government’s country. C-4 List of approved SubConsultants (if already available); same information with respect to

their Personnel as in C-1 through C-3. List here the hours of work for Key Personnel; travel time to and from the country of the Government for Foreign Personnel (Clause GC 4.4(a)); entitlement, if any, to overtime pay, sick leave pay, vacation leave pay, etc.


APPENDIX D - COST ESTIMATES IN FOREIGN CURRENCY

Note: List hereunder cost estimates in foreign currency:

1. (a) Monthly rates for Foreign Personnel (Key Personnel and other Personnel) (b) Monthly rates for local Personnel (Key Personnel and other Personnel). (This should be added if local Personnel is also being paid in foreign currency)

2. Reimbursable expenses: (a) Per diem allowances for each of the Foreign or Local Personnel for every day in

which such Personnel shall be absent from his home office and shall be outside the Client’s country.

(b) Air transport for Foreign Personnel: (i) the cost of international transportation of the foreign Personnel by the most

appropriate means of transport and the most direct practicable route to and from the Consultants’ home office; in the case of air travel, this shall be by less than first class;

(ii) for any foreign Personnel spending twenty-four (24) consecutive months or more in the Client’s country, one extra round trip will be reimbursed for every twenty-four (24) months of assignment in the Client’s country. Such Personnel will be entitled to such extra round trip only if upon their return to the Client’s country, such Personnel are scheduled to serve for the purposes of the Project for a further period of not less than six (6) consecutive months.

(c) Miscellaneous travel expenses (i) for the air travel of each of the Foreign Personnel, and each eligible

dependent, the cost of excess baggage up to twenty (20) kilograms per person, or the equivalent in cost of unaccompanied baggage or air freight;

(ii) the fixed unit price per round trip for miscellaneous travel expenses such as the cost of transportation to and from airports, airport taxes, passport, visas, travel permits, vaccinations, etc.

(iii) The cost of printing, reproducing and shipping of the documents, reports, drawings, etc.

(iv) The cost of acquisition, shipment and handling of the following equipment, instruments, materials and supplies required for the Services, to be imported by the Consultants and to be paid for by the Client (including transportation to the Client’s country).

(v) The cost of transport of personal effects. (vi) The rate for the programming and use of, and communication between, the

computers for the purpose of the Services. (vii) The cost of laboratory tests on materials, model tests and other technical

services authorized or requested by the Client. (viii) The foreign currency cost of any subcontract required for the Services and

approved in writing by the Client. (ix) The cost of such further items not covered in the foregoing but which may

be required by the Consultants for the purpose of the Services, subject to the prior authorization in writing by the Client.


APPENDIX E - COST ESTIMATES IN LOCAL CURRENCY

Not applicable.


APPENDIX F - DUTIES OF THE CLIENT Note: List under: F-1 Services, facilities and property to be made available to the Consultant by the Client. F-2 Professional and support counterpart personnel to be made available to the Consultant by

the Client. Will be transferred from the ToR at the contract negotiations.


APPENDIX G - FORM OF ADVANCE PAYMENTS GUARANTEE Note: See Clause GC 6.4(a) and Clause SC 6.4(a).


Bank Guarantee for Advance Payment

_____________________________ [Bank’s Name, and Address of Issuing Branch or Office]

Beneficiary: _________________ [Name and Address of Client]

Date: ________________

ADVANCE PAYMENT GUARANTEE No.: _________________

We have been informed that ____________ [name of Consulting Firm] (hereinafter called "the Consultants") has entered into Contract No. _____________ [reference number of the contract] dated ____________ with you, for the provision of __________________ [brief description of Services] (hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advance payment in the sum of ___________ [amount in figures] ( ) [amount in words] is to be made against an advance payment guarantee.

At the request of the Consultants, we _______________ [name of Bank] hereby irrevocably undertake to pay you any sum or sums not exceeding in total an amount of ___________ [amount in figures] ( ) [amount in words]1 upon receipt by us of your first demand in writing accompanied by a written statement stating that the Consultants are in breach of their obligation under the Contract because the Consultants have used the advance payment for purposes other than toward providing the Services under the Contract.

It is a condition for any claim and payment under this guarantee to be made that the advance payment referred to above must have been received by the Consultants on their account number ___________ at _________________ [name and address of Bank].

The maximum amount of this guarantee shall be progressively reduced by the amount of the advance payment repaid by the Consultants as indicated in copies of certified monthly statements which shall be presented to us. This guarantee shall expire, at the latest, upon our receipt of the monthly payment certificate indicating that the Consultants have made full repayment of the amount of the advance payment, or on the __ day of ___________, 2___,2 whichever is earlier. Consequently, any demand for payment under this guarantee must be received by us at this office on or before that date. This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458. _____________________

[signature(s)]

1 The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in

the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible currency acceptable to the Client.

2 Insert the expected expiration date. In the event of an extension of the time for completion of the Contract, the Client would need to request an extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the guarantee. In preparing this guarantee, the Client might consider adding the following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months][one year], in response to the Client’s written request for such extension, such request to be presented to the Guarantor before the expiry of the guarantee.”


Note: All italicized text is for indicative purposes only to assist in preparing this form and shall be deleted from the final product.

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